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STONERIDGE INVESTMENT PARTNERS, LLC

301 LINDENWOOD DRIVE, SUITE 310 MALVERN, PA. 19355 Main Number: 610-647-5287 Fax: 610-647-6216 Website: www.stoneridgeinvestments.com This brochure provides information about the qualifications and business practices of StoneRidge Investment Partners LLC. If you have any questions about the contents of this brochure, please contact us at 610-647-5287. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. StoneRidge Investment Partners is a registered investment adviser; however, registration does not imply a certain level of skill or training. Additional information about StoneRidge Investment Partners LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. Dated: April 21, 2011

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Item 2 Material Changes Effective April 8, 2011, Daniel Cook, the Portfolio Manager for the Telecommunications and Information Technology sector, voluntarily resigned from Stoneridge Investment Partners, LLC. Handling his coverage will be Sundar Kuttalingam who recently joined StoneRidge as a Senior Investment Analyst. In addition, Camari Ellis, currently the Broad Market Portfolio Manager, has assumed additional responsibilities as a Fixed Income Portfolio Manager. These represent material changes from StoneRidge Investment Partners, LLC’s last annual update of its brochure which was filed on March 23, 2011.

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Part 2A of Form ADV: Firm Brochure Table of Contents

Item Topic Page Item 1 Cover Page 1 Item 2 Material Changes 2 Item 3 Table of Contents – Part 2A 3 Item 4 Advisory Business 4 Item 5 Fees and Compensation 7 Item 6 Performance-Based Fees and Side-by-Side Management 10 Item 7 Types of Clients 11 Item 8 Methods of Analysis, Investment Strategies 12 And Risk of Loss Item 9 Disciplinary Information 19 Item 10 Other Financial Industry Activities and 20 Affiliations Item 11 Code of Ethics, Participation or Interest in 23 Client Transactions and Personal Trading Item 12 Brokerage Practices 24 Item 13 Review of Accounts 29 Item 14 Client Referrals and Other Compensation 31 Item 15 Custody 32 Item 16 Investment Discretion 34 Item 17 Voting Client Securities 36 Item 18 Financial Information 37 Item 19 Requirements for State-Registered Advisers 38

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Item 4 Advisory Business StoneRidge Investment Partners LLC(“StoneRidge”) is a suburban Philadelphia-based emerging and minority-owned Registered Investment Advisor. StoneRidge was formed in 1999 by a team of equity investment professionals including Philip Brown, Joseph Stocke, Daniel Cook and Lester Rich. StoneRidge is an equity oriented, multi-product investment firm. The senior equity investment team has worked together since 1990. On September 30, 1999 the entire senior equity team left Meridian Investment Company, a division of First Union, to form StoneRidge. The business received capital from Highcrest Partners, L.P., a private equity fund managed by Lovell Minnick Partners. In May 2007, StoneRidge Investment Partners, LLC purchased the entire minority interest previously owned by Highcrest Partners, L.P., our only non-employee shareholder. In 2009, Beltraith Capital LLC, a syndicate led by Steven L. Sanders, acquired a 55% ownership interest in StoneRidge. Sanders became CEO and Chief Investment Strategist to lead the company. On June 30, 2010, Beltraith Capital acquired another 15% of StoneRidge, providing Beltraith with a 70% ownership interest in the firm. StoneRidge offers equity and fixed income management to institutional and individual investors. StoneRidge offers the following products: Large Cap Core Equity, Small-Mid Cap Growth Equity, Small Cap Growth Equity, Quantitative Small Cap Growth Equity, Core Fixed Income, Core Intermediate Fixed Income, Enhanced Cash, Government Cash Plus, and the Broad Market Alternative Portfolio. StoneRidge utilizes a team approach to managing equities. StoneRidge believes a blend of fundamental research, quantitative tools, and qualitative decisions are required to consistently add value in equity management. The investment team’s process has been consistent over time in that they employ a bottom up, stock picking approach that relies heavily on fundamental research performed on companies by sector specialists. The process is supported by a proprietary, multi-factor screening tool; this tool helps to narrow the investment universe and to provide an objective analysis of the existing portfolio. A balance of fundamental research, quantitative analysis and qualitative judgment by the team members forms the basis of the stock selection process. Each of the team members has many years of experience investing in and researching their sector(s). The sector specialists utilize company meetings, brokerage research, analyst meetings, conference calls, industry conferences and research available on the internet to generate new ideas. The team also uses a proprietary screening tool to identify potential purchase candidates.

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StoneRidge believes that when managing fixed income a focus on stable consistent cash flow will result in incremental return over an interest rate cycle while at the same time minimizing portfolio volatility. To provide consistent cash flow, the nature and direction of interest rate cycles must be identified and assessed as a portfolio is built and managed. Well defined portfolio construction techniques are then used to limit duration swings, diversify, and identify liquid securities that provide reasonable relative current income. Our fixed income process combines top-down research on the current interest rate cycle with bottom-up individual security analysis and selection. Independent research data, macro-economic tools and in-house analysis are used to identify the major variables impacting the economy. We ascertain how these variables will create identifiable interest rate trends within the current environment that ultimately impact yield curve shape, availability and access to credit and perceptions of credit risk. Concurrently, we constantly evaluate individual issues for purchase and sale based upon their spread, security characteristics, quality and liquidity within the current interest rate cycle. Our Broad Market Alternative Portfolio process solely uses ETFs in a fusion of economic fundamentals and technical analysis. We utilize a dual designed proprietary screening model that segments the ETF universe into 6 asset categories (commodities, currency, international equity, real estate, equity market sectors and bonds) enabling us to narrow the ETF universe from an approximate range of 4000 securities to 200. Securities are then simultaneously filtered daily through our fundamental economic indicators and technical analysis screening models to further dissect the ETF universe to ascertain the best suited securities. StoneRidge focuses on ETFs that trade domestically, have a high trading volume, and a minimum market cap of $50 million. StoneRidge clients provide investment guidelines and restrictions at the time they finalize their contract, and update their requirements as necessary. Compliance with client guidelines is assured and tracked through a three-pronged compliance approach that includes: 1) input of client restrictions into the MOXY trade system; 2) generation of weekly compliance reports per account and specific client guidelines; and 3) a comprehensive quarterly compliance review performed by the Compliance Department. Quarterly, the Compliance Department and Portfolio Managers review the client portfolios utilizing FactSet and AXYS reports to ascertain that the portfolios were managed according to client guidelines. Any exceptions are reported to the client. StoneRidge does not manage any wrap fee programs. However, StoneRidge serves as sub-advisor to the Eqis Capital Separate Account Management sponsored wrap program, and provides small-mid cap growth management advice. StoneRidge has no investment discretion as Eqis retains full investment authority over all accounts in its wrap program.

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StoneRidge also serves as sub-advisor to the Placemark Separate Account Management sponsored wrap program. Placemark provides for other parties to sign an Accession Agreement into the model license agreement allowing access to StoneRidge’s Large Cap Core management advice. StoneRidge has no investment discretion as the acceding party retains full investment authority over all accounts in its wrap program. As of 12/31/2010, StoneRidge managed $515, 795,158 in discretionary assets for individuals and institutional investors, including public funds, Taft Hartley plans and foundations.

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Item 5 Fees and Compensation StoneRidge provides investment supervisory services. The fee structure is subject to negotiation and may vary from time to time. Clients incur indirect costs through brokerage and SEC fees. Custodial fees are paid directly by the Client to the Custodian. No other additional fees, such as commissions or markups are incurred. Fees are billed quarterly in arrears on the first day of each calendar quarter, based on the total market value of all assets in the Account (including cash) on the last day of the prior quarter. If a cash flow representing more than 10% of the market value of the account should occur, separate fee calculations will be made for the periods before and after the large cash flow. Those separate calculations will then be combined to determine the total amount due for the period. In the event the client terminates his relationship with StoneRidge prior to the end of any calendar quarter, the Advisor’s fee will be prorated accordingly. At the request of several clients, we bill fees one quarter in advance. Investment advisory contracts can be terminated by the client at any time upon thirty days' notice. A representative fee schedule is as follows: I. Large Capitalization Equity Management

First $25,000,000 0.65 percent Next $25,000,000 0.60 percent Balance 0.55 percent Minimum Fee: $32,500

II. Small Capitalization Equity Management

First $25,000,000 1.00 percent Next $25,000,000 0.90 percent Balance 0.75 percent Minimum Fee: $50,000

III. Quantitative Small Cap Growth Equity Management

First $25,000,000 1.00 percent Next $25,000,000 0.90 percent Balance 0.75 percent Minimum Fee: $50,000

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IV. Small to Mid Capitalization Equity Management First $25,000,000 0.85 percent Next $25,000,000 0.75 percent Balance 0.70 percent Minimum Fee: $42,500

V. US Equity

First $25,000,000 0.65 percent Next $25,000,000 0.60 percent Balance 0.55 percent Minimum Fee: $32,500

VI. Broad Market Alternative Portfolio

First $5,000,000 1.25 percent Next $5,000,000 1.00 percent Balance 0.75 percent

VII. Enhanced Cash Fixed Income Management

First $25,000,000 0.25 percent Next $25,000,000 0.20 percent Balance Negotiable Minimum Fee: $2,000

VIII. Government Cash Plus Management

First $10,000,000 0.25 percent Balance 0.15 percent Minimum Fee: $2,500

IX. Core Fixed Income Management

First $25,000,000 0.40 percent Next $25,000,000 0.35 percent Balance 0.30 percent Minimum Fee: $20,000

X. Intermediate Core Fixed Management

First $25,000,000 0.25 percent

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Next $25,000,000 0.20 percent Balance 0.15 percent Minimum Fee: $5,000

StoneRidge has one client that negotiated a fee based on the performance of the account relative to the benchmark (the Russell 2000 Growth Index) using a three-year annualized rolling period. For the Broad Market Alternative Portfolio product, fees are taken quarterly where the custodian can calculate StoneRidge's fee, charge the client account and remit the fee to StoneRidge. In the event the custodian does not calculate the fee, StoneRidge will submit its invoice to the custodian on a quarterly basis, the custodian will charge the client’s account and remit the fee to StoneRidge accordingly. The fee schedules listed represent our standard schedules. Individual situations may vary and in such cases our fees are negotiable. A client may terminate the investment advisory agreement without penalty or termination charges with thirty days written notice to StoneRidge.

The advisory contract explains the fees and the manner in which the fees will be computed. If the feess are to be automatically deducted from the client’s custodial account, the client must provide written authorization for such withdrawals.

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Item 6 Performance-Based Fees/Side-by-Side Management StoneRidge Investment Partners does not have any clients who are charged performance based fees or side-by-side management fees as defined by the SEC. A Performance Based Fee is defined by the SEC as “an investment advisory fee based on a share of capital gains on, or capital appreciation of, client assets. A fee that is based upon a percentage of assets that you manage is not a performance-based fee.”

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Item 7 Types of Clients StoneRidge manages institutional assets for public and corporate pension plans as well as Taft Hartley plans, and foundation clients. Additionally, StoneRidge manages bond proceeds for municipalities and airport authorities. StoneRidge also manages assets for individuals.

StoneRidge offers equity and fixed income management to institutional and individual investors. StoneRidge offers the following products: Large Cap Core Equity, Small-Mid Cap Growth Equity, Small Cap Growth Equity, Quantitative Small Cap Growth Equity, Core Fixed Income, Intermediate Core Fixed Income, Enhanced Cash, Government Cash Plus, and the Broad Market Alternative Portfolio.

StoneRidge charges a minimum annual advisory fee. The effective minimum dollar value of assets necessary to establish an account is approximately $5,000,000 for all investment strategies except Enhanced Cash Fixed Income which has an account minimum of approximately $1,000,000; the Intermediate Core Fixed which has an account minimum of approximately $2,000,000; and the Broad Market Alternative product which has an account minimum of $100,000. Exceptions to this minimum may be made in specific instances.

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Item 8 Methods of Analysis, Investment Strategies and Risk of Loss StoneRidge utilizes a blend of fundamental research, technical analysis, and quantitative tools to make qualitative decisions. StoneRidge's investment philosophy with respect to the ETF portfolio fuses global macro economic analysis and rules-based technical systems. Equity Strategies StoneRidge believes a blend of fundamental research, quantitative tools, and qualitative decisions are required to consistently add value in equity management. The investment team’s process has been consistent over time in that they employ a bottom up, stock picking approach that relies heavily on fundamental research performed on companies by sector specialists. The process is supported by a proprietary, multi-factor screening tool; this tool helps to narrow the investment universe and to provide an objective analysis of the existing portfolio as well as replacement candidates. StoneRidge focuses on companies with market caps that reflect the marketplace definition of the equity universe, whether small cap or large cap, growth or core. We use our screening tool to gather information and rank the stocks in the specific universe. The most important part of StoneRidge’s investment process involves the four portfolio managers, who serve as sector specialists, as they analyze and select stocks within their respective sectors. A balance of fundamental research, quantitative analysis and qualitative judgment by the team members forms the basis of the stock selection process. Each of the team members has many years of experience investing in and researching their sector(s). The sector specialists utilize company meetings, brokerage research, analyst meetings, conference calls, industry conferences and research available on the internet to generate new ideas. The team also uses the proprietary, multi-factor screening tool to identify potential purchase candidates. StoneRidge seeks companies that offer:

• High Growth • Attractive Valuation • Sensible Corporate Strategy • Quality Management • Improving Industry Fundamentals

Not all companies are going to rate highly in every category. However, it is the team’s goal to find investments that exhibit as many of these characteristics as possible.

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Idea Generation The StoneRidge team identifies stocks in a variety of ways. One of the primary tools used is the firm’s multi-factor screening tool. The purpose of the screening process is to narrow the opportunity set down to a focused list of stocks that will comprise a potential buy list. The screens are constructed using the following major factors (earnings momentum, valuation, technical, accounting/financial condition and insider activity), some of which contain sub-factors. All stocks that can be ranked are screened and ranked daily on a 1 to 25 scale (1=best, 25=worst). Stocks that are ranked from 1 to 7 are considered for further analysis as purchase candidates. A stock must be “buy ranked” to enter the portfolio. The only exceptions are for IPOs or stocks that cannot be ranked due to limited information (e.g. analyst coverage, earnings forecasts). The discipline associated with the screening process is extremely valuable because it allows us to gain an objective view of the relative attractiveness of stocks in the universe regardless of their sector. It also provides a means for comparing our existing holdings with the opportunity set. The screening tool is dynamic in nature in that enhancements will be made to improve its output and to maintain pace with market changes. A number of stocks will not be able to be ranked by the screens due to limited information. It is then up to the sector specialist to use his/her knowledge of the company and industry to form an opinion on the stock’s potential based entirely on the fundamentals. Research Most of the firm’s research is bottom up and stock-focused. Less emphasis is placed on macro variables. The portfolio managers are research analysts with responsibility for specific sectors. We refer to the portfolio managers as sector specialists. The four portfolio managers have the following sector coverage: Joseph Stocke—Health Care, Consumer Discretionary and Consumer Staples; Dan Cook—Technology & Telecommunications; Lester Rich—Materials, Energy & Industrials; Phil Brown—Financials and Utilities. Each of the sector specialists conducts fundamental, bottom-up research on the companies within their sector(s). Depending upon the sector, there may be modest differences placed on the relative importance of certain variables in the research process. The forecasting time horizon is typically 6 - 12 months.

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The team members conduct research in a variety of ways including: company management meetings, analyst meetings, attending conferences and conference calls with companies. In addition to the screening tool, the team uses other sources for company information:

• EDGAR-SEC database • Company Financial Statements • Erlanger-Service for stock price pattern matching • The internet-powerful tool for gathering information on companies • Broker research • Jefferson Research – Torpedo Alert

As a matter of philosophy, the team believes it is best to spend as much time as possible in the office focused on the markets/companies during trading hours. Visits with company management often occur in our office or at conferences. Given that our physical location (Suburban Philadelphia) is near many investment management firms, we have the opportunity to visit with numerous company managements and analysts who travel to the vicinity. It is important to have some form of contact (teleconference, industry conference, company meeting) with a company before we actually invest in it. The portfolio construction process is “bottom up” in nature. Each portfolio manager has autonomy to buy and sell stocks within his respective sector. A balance of quantitative analysis and qualitative judgment by the team members forms the basis of the stock selection process.

Typical Large-Cap Portfolio Characteristics and Guidelines include:

• StoneRidge manages diversified portfolios containing approximately 90-130 stocks with representation in all major sectors.

• Equity sector weightings are monitored on a regular basis versus the appropriate index (S&P 500 for the Large Cap Core and the Russell 2000 Growth Index for the Small Cap Growth) but are not specifically targeted to the Index.

• The maximum industry exposure is limited to 30%. • The weighting of an individual stock will depend on the sector specialist’s

conviction for the stock’s risk adjusted return potential and liquidity. Stock weights at purchase are from .25% to 5%. The maximum weighting in a holding at cost is 5%. If a stock reaches 7.5% of the portfolio due to appreciation, it will be pared back.

• Equity portfolios are fully invested at all times; cash will range from 0%– 5%.

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Effective communication among team members is critical to the investment process. The team members meet on a daily basis to discuss the portfolio. Each sector specialist has complete responsibility and autonomy for the investment decisions made within their sector(s). This includes decisions as to individual holdings as well as sector allocations. Sell Discipline The portfolio manager/sector specialist has the autonomy and the responsibility to sell stocks in his respective sectors. The perspectives of other team members concerning their respective sectors and opportunities within other sectors are important inputs into the process. StoneRidge’s CIO, Joseph Stocke, supervises the entire process. Stocks are sold for the following reasons:

• stock reaches full valuation – more attractive company replaces a current holding • company fundamentals deteriorate • ranking of stock slips – triggers review of the stock

Fixed Income Strategy StoneRidge believes that when managing fixed income a focus on stable consistent cash flow will result in incremental return over an interest rate cycle while at the same time minimizing portfolio volatility. To provide consistent cash flow, the nature and direction of interest rate cycles must be identified and assessed as a portfolio is built and managed. Well defined portfolio construction techniques are then used to limit duration swings, diversify, and identify liquid securities that provide reasonable relative current income. Our process combines top-down research on the current interest rate cycle with bottom-up individual security analysis and selection. Independent research data, macro-economic tools and in-house analysis are used to identify the major variables impacting the economy. We ascertain how these variables will create identifiable interest rate trends within the current environment that ultimately impact yield curve shape, availability and access to credit and perceptions of credit risk. Concurrently, we constantly evaluate individual issues for purchase and sale based upon their spread, security characteristics, quality and liquidity within the current interest rate cycle. The portfolio is built and managed using the most effective securities expected to perform within the current interest rate environment. Portfolio structure is modified either as the interest cycle unfolds or individual security characteristics change. These modifications occur within well defined parameters including limits on duration swings, positioning across the yield curve, diversification among sectors, and security credit and liquidity standards. Our process is dynamic and recognizes that interest rates change within a cycle. Providing consistent cash flow using liquid securities is expected to provide outperformance regardless of whether the cycle is characterized by rising or falling rates.

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The goal of the investment process is to provide safety, liquidity and incremental yield throughout the course of an interest rate cycle. In addition to general statutory or investment policy requirements we evaluate each security on the basis of:

- Issue size - Put / call features - Subordination detail - Structure and the effect of interest rate changes on structure - Other unique prospectus issues

Liquidity is monitored for all securities by:

- Having minimum size requirements for agency issues - Requiring that individual issues are supported by at least two national trading

firms on a secondary market basis - Insuring sufficient eligible collateral is in place for securities requiring it

The fixed income strategy is supervised by Craig Moyer. Broad Market Alternative Portfolio The objective of the StoneRidge Broad Market Alternative Portfolio is to provide a rate of return that exceeds traditional equity benchmarks (S&P 500 and the Russell 3000) over multiple market cycles. The portfolio strategy is executed through domestically traded Exchange Traded Funds. Our investment process primarily consists of a proprietary quantitative model that utilizes a multi-layer screening process that narrows the investable universe by searching for ETFs with sufficient liquidity and ranks the most attractive ETFs. At times, a portion of the portfolio may elect to use global macro analysis, fundamental and technical research. Steven L. Sanders, the Chief Investment Strategist and Chief Executive Officer supervises the Broad Market Alternative Portfolio. Risk of Loss Equity Portfolios As with any investment, portfolio returns will vary and you could lose money. The value of the portfolio may decrease in response to the activities and financial prospects of an individual company in the portfolio. The value of an individual company can be more volatile than the market as a whole. Overall stock market risks may also affect the value of the portfolio. Factors such as domestic economic growth and market conditions, interest rate levels and political events

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affect the securities markets. Common stocks tend to be more volatile than other investment choices. Our investment strategy may result in a high portfolio turnover rate. High portfolio turnover would result in correspondingly greater brokerage commission expenses. The portfolio may invest in the common stocks of small and medium capitalization (“smid-cap”) companies, which may lack the managerial, financial or other resources necessary to implement their business plans or succeed in the face of competition. The advisor’s assessment of small and medium sized (smid-cap) companies may prove incorrect, or the prospects for a company or its industry may deteriorate because of a variety of factors, including disappointing operating results or changes in the competitive environment. It may be difficult to sell a small or smid-cap stock and this lack of market liquidity can adversely affect the portfolio’s ability to realize the market price of a stock, especially during periods of rapid market decline. When the Broad Market Alternative Portfolio invests in other investment companies (such as exchange-traded funds), it will indirectly bear its proportionate share of any fees and expenses payable directly by the other investment company. Therefore, the portfolio will incur higher expenses, many of which may be duplicative. Similarly, like the equity market, the value of the Broad Market portfolio may be affected by a number of different factors, including domestic and international market conditions, commodity price fluctuations and geopolitical events. Additional Small Cap company risk. The risks associated with investing in smaller companies include:

• The earnings and prospects of smaller companies are more volatile than those of larger companies.

• Smaller companies may experience higher failure rates than do larger companies. • The trading volume of securities of smaller companies is normally less than that

of larger companies and, therefore, may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.

• Smaller companies may have limited markets, product lines or financial resources and may lack management depth. These factors could negatively affect the price of the stock and reduce the value of the portfolio.

Smaller companies are subject to liquidity risk. Liquidity risk is the risk that certain securities may be difficult or impossible to sell at the time and price that the advisor would like to sell. The advisor may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on portfolio management or performance.

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IPO risk. Most IPOs involve a high degree of risk not normally associated with an investment in more seasoned companies. Because most IPOs involve smaller companies, the risk factors described above apply to IPOs. Investors in IPOs can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders. Stock prices of IPOs can also be highly unstable due to the absence of a prior public market, the small number of shares available for trading, and limited investor information. The IPO market tends to favor certain industry sectors. As a result, the portfolio may invest a significant portion of its assets in those favored sectors (such as technology or communications). Companies within a sector may share common characteristics and are likely to react similarly to negative market, regulatory or economic developments. A negative development that affects one stock in a sector could affect the value of all stocks in the portfolio. Fixed Income Portfolios As with any investment, portfolio returns will vary and you could lose money. The value of your investment may decrease when interest rates rise. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. The issuer of the fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. As interest rates decline, the issuers of securities held by the portfolio may prepay principal earlier than scheduled, forcing the portfolio to reinvest in lower yielding securities. As interest rates increase, slower than expected principal payments may extend the average life of fixed income securities, locking in below-market interest rates and reducing the value of these securities. There is a greater risk that the portfolio will lose money due to prepayment and extension risks because the portfolio invests in mortgage-backed securities. It is possible that the U.S. Government would not provide financial support to its agencies or instrumentalities if it is not required to do so by law. If a U.S. Government agency or instrumentality in which the portfolio invests defaults and the U.S. Government does not stand behind the obligation, the portfolio’s share price or yield could fall. Securities of U.S. Government sponsored entities, such as Freddie Mac or Fannie Mae are neither issued nor guaranteed by the U.S. Government. The United States Government's guarantee of ultimate payment of principal and timely payment of interest of the U.S. Government securities owned by a portfolio does not imply that the portfolio's shares are guaranteed or that the price of the portfolio's shares will not fluctuate.

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Item 9 Disciplinary Information There are no legal or disciplinary events involving StoneRidge Investment Partners LLC.

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Item 10 Other Financial Industry Activities and Affiliations StoneRidge serves as sub-advisor to the Eqis Capital Separate Account Management sponsored wrap program, and provides small-mid cap growth management advice. StoneRidge has no investment discretion as Eqis retains full investment authority over all accounts in its wrap program. Eqis, the sponsor, is responsible for providing the separate account recordkeeping. Recommended trades are placed into Foliofn Investments Inc.’s (an online broker) electronic interface by StoneRidge. The online broker is totally responsible for the execution of the trades. StoneRidge's sub-advisory management fees are negotiated based on separate account asset size and are not subject to the schedule set forth above. Fees received by StoneRidge are less than the standard fee schedule; for more information, see the program sponsor Eqis' ADV Schedule H. StoneRidge serves as sub-advisor to the Concord Equity Group Advisors, LLC (“Sponsor”) Separate Account Management sponsored wrap program, and provides access to StoneRidge’s large cap core management advice pursuant to a model license agreement. StoneRidge has no investment discretion as Sponsor retains full investment authority over all accounts in its wrap program. Sponsor is responsible for providing the separate account recordkeeping. StoneRidge electronically delivers the trading signals to the Sponsor who then is responsible for the execution of all transactions for the accounts in its wrap program. StoneRidge’s sub-advisory management fees are 30 bp for the assets under management in the Sponsor’s wrap program managed in StoneRidge’s large cap core style. StoneRidge also serves as sub-advisor to the Placemark Separate Account Management sponsored wrap program. Placemark provides for other parties to sign an Accession Agreement into the model license agreement allowing access to StoneRidge’s Large Cap Core management advice. StoneRidge has no investment discretion as the acceding party retains full investment authority over all accounts in its wrap program. Placemark, the sponsor, is responsible for providing the separate account recordkeeping. StoneRidge electronically delivers the trading signals to the sponsor who then is responsible for the execution of all transactions for the accounts in its wrap program. StoneRidge’s subadvisory management fees are 30 basis points for the assets under management in the sponsor’s wrap program managed in StoneRidge’s Large Cap Core style. StoneRidge serves as sub-adviser to two Counsel Trust Company Collective Investment Funds (CIFs) for tax qualified pension and profit sharing plans and related trusts as well as governmental plans. In addition, StoneRidge serves as sub-adviser to one Counsel Trust Company Common Trust Fund (CTF) for taxable accounts. The investment management mandate for one CIF is Large Cap Core Equity and for the remaining CIF and CTF, it is a Quantitative Small Cap Growth Equity product. In addition, StoneRidge serves as portfolio manager to a Counsel Trust Company managed 3(c)(1) fund. This unregistered 3(c)(1) fund was established to facilitate the investment of IRA monies. The mandate is the Quantitative Small Cap Growth Equity product. StoneRidge is responsible for making investment decisions in the respective mandates consistent with written investment policy statements and in accordance with the governing plan

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documents. StoneRidge has discretionary authority to execute transactions on behalf of the Funds on a best execution basis and in accordance with its Form ADV, Part II. Advisory fees paid to StoneRidge are based on assets under management and are commensurate with the risk profile of each mandate. In addition, Counsel Trust serves as a custodian for several clients. StoneRidge also serves as sub-adviser to US Asset Management LLC for their investment portfolio for the Penn Hills School District. As the Sub-Adviser, StoneRidge has agreed to supervise and direct with full authority and at the Sub-Adviser's discretion, without prior consultation with the Advisor and on the Client's behalf, the investment of the assets contained in the Investment Account. All investment activity will be conducted in compliance with the investment guidelines provided by the Advisor. The Advisor retains the right to specify from time to time any investment or types of investments which the Sub-Adviser shall be prohibited from purchasing for the account. The Advisor furnishes to the Sub-Adviser all information relative to the Investment Account's financial and investment situation. StoneRidge’s sub-advisory management fees are based on a percentage of the fees charged by the Advisor for the portfolio managed in StoneRidge’s Government Cash Plus style. StoneRidge may hire one or more investment advisers to sub-advise (Sub-advisers) certain client accounts or a portion of certain client accounts. Sub-advisers hired by StoneRidge on behalf of the client will be responsible for making investment decisions consistent with the investment guidelines and restrictions developed by StoneRidge upon consultation with the client. Sub-advisers will have discretionary authority to execute transactions on behalf of clients on a best execution basis and in accordance with each Sub-advisers own Form ADV, Part 2 Brochure or other disclosure statement, available to clients upon request. StoneRidge will negotiate all fees payable to the Sub-advisers. StoneRidge supervises and monitors each Sub-advisers' performance including Sub-advisers' adherence to investment guidelines and restrictions and continuing suitability. Fees for the services of a Sub-adviser may be individually negotiated depending upon the expected assets under management by StoneRidge, particular investment objectives and strategies and other factors. Upon termination the fees will generally be prorated. Advisory fees to StoneRidge will include all advisory fees payable to the Sub-advisers. StoneRidge has hired Valley Forge Capital Advisors, Inc. to subadvise certain clients' accounts in the US Equity mandate. For these accounts, the sub-adviser is responsible for making investment decisions consistent with the investment guidelines and restrictions developed by StoneRidge upon consultation with the client. The subadviser has discretionary authority to execute transactions on behalf of clients on a best execution basis and in accordance with its own Form ADV, Part II; a copy of the Valley Forge Capital Advisors' Form ADV Part II was provided to each US Equity client at account inception. Advisory fees paid to StoneRidge include all advisory fees payable to Valley Forge Capital Advisors. The sub-adviser's fee may range up to 64% of the advisory fees paid to StoneRidge.

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On occasion, some clients request StoneRidge to refer them directly to execute a contract directly with Valley Forge Capital Advisors, Inc. pursuant to a Referral Agreement dated October 22, 2005. The agreement outlines the fees that StoneRidge receives for referring business directly to Valley Forge Capital Advisors, Inc.: 10% of gross advisory fee plus all non-commission sales expenses associated with obtaining and retaining the account. As this relationship qualifies StoneRidge as acting in a solicitor capacity, proper disclosures are provided to clients, client signatures obtained, and copies retained on file. We have not solicited new business relationships under the Referral Agreement since December 2006. Mr. Robert S. Page was the Vice President, Taft Hartley Marketing and Client Relations for StoneRidge Investment Partners since 2001. Though no longer providing professional services to StoneRidge, he remains a shareholder in StoneRidge. Mr. Page was also employed by Valley Forge Capital Advisors and served as a shareholder of Valley Forge Capital Advisors. Wayne O. Leevy, CPA, is the Chief Financial Officer for StoneRidge Investment Partners since January 2010. In addition, Mr. Leevy has his own firm where he provides tax, business and financial consulting. Daniel Kinkade is a Consultant employed by StoneRidge Investment Partners to assist the Chief Investment Officer in performing quantitative analysis. Mr. Kinkade is also the President of Kinkade Investment Boutique LLC which provides investment advice to individuals. John Bennett is employed by StoneRidge Investment Partners as a Trader. Previously, Mr. Bennett was employed by Valley Forge Capital Advisors, a sub-advisor to StoneRidge. For a limited period of time, Mr. Bennett provided consulting services to Valley Forge Capital Advisors with respect to its equity model, while employed by StoneRidge Investment Partners. Osagie O. Imasogie is a member of StoneRidge Investment Partners and a member of StoneRidge's Board of Directors. Mr. Imasogie is also a member of the Board of Advisors of Quoin Capital, LLC, a brokerage with which StoneRidge occasionally trades.

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Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

Effective January 1, 2010, all employees and contracted employees of StoneRidge Investment Partners are prohibited from purchasing individual securities. Employees and their spouses who currently own securities provide a list of those securities to the Chief Compliance Officer. When the employee/spouse desires to sell any of the securities currently owned, the individual must follow the trading restrictions of the Code of Ethics. The purpose of the Code of Ethics is to ensure that StoneRidge and its employees conduct their personal investment activities in such a manner as to place the interests of the clients first and to prevent conflicts of interest in fact or in appearance. The Code of Ethics includes restrictions on the type and timing of transactions, as well as requirements for pre-approval and quarterly self reporting of all transactions executed. Employees are required to direct their personal account brokers to send duplicate confirms and statements directly to StoneRidge's Compliance Department. On an annual basis, StoneRidge requires all employees to complete Annual Holdings Reports and certify that they have read, understood and complied with StoneRidge's Code of Ethics. StoneRidge's Code of Ethics is available to current and prospective clients upon request.

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Item 12 Brokerage Practices The accounts that StoneRidge advises are discretionary accounts. With discretionary accounts, no specific client consent is required with respect to which securities are to be purchased or sold or what quantity is to be purchased or sold. For the majority of client accounts, StoneRidge also exercises discretionary authority when choosing which broker or dealer is used and when negotiating the commission rates for securities transactions. From time to time, certain of StoneRidge's clients may request in writing that StoneRidge direct specific commission amounts to certain brokers (including those that rebate commissions to those clients). In some but not all cases, StoneRidge may attempt to comply with such direction. StoneRidge will not use any other clients' commissions to satisfy a client's request for directed brokerage. The client who directs StoneRidge to use a specific broker or type of broker may pay higher commission rates or receive less favorable execution on some transactions than non-directing clients at least in part because the directed broker may maintain a higher commission schedule or provide less favorable service or because such transactions may be excluded from combined or block orders and any corresponding economies of scale. In such situations, transactions for such clients may also not be executed until after transactions for clients who do not direct StoneRidge to use a specific broker have been executed. In instances where the client directs StoneRidge to use a specific broker, the commission rate will be negotiated by the client or by StoneRidge depending upon instructions from the client. Consistent with its duty of obtaining best execution on trades where StoneRidge has been given discretion to select brokers, StoneRidge utilizes a number of criteria in selecting brokers and determining reasonableness of commission rates. Among the factors are:

1. execution capability; 2. quality and timeliness of execution; 3. quality and availability of research; 4. efficiency in working with custodian banks; 5. commission rates; 6. services provided by brokers; 7. willingness to allocate commissions to other brokers for directed brokerage

accounts.

The research sought from brokers includes timely economic, industry and individual company information. The research typically benefits all accounts and StoneRidge by not having to produce or pay for such research, products, or services. The ability to receive research or other products or services may create an incentive to select a broker that benefits StoneRidge’s interest and that is not in the client’s interest in receiving the most favorable execution for a particular transaction. Selection of certain brokers may also result in clients paying commissions higher than those obtainable from other brokers not providing these products and services.

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StoneRidge uses soft dollars to pay for items such as market research, quotations, and analysis. Soft dollars is a term used to describe the commission generated from a trade or other financial transaction between a client and an investment manager. A soft dollar arrangement is one in which the investment manager directs the commission generated by the transaction towards a third party or in-house party in exchange for services that are for the benefit of the client but are not client directed. Soft dollars are also used to pay for portions of certain research services as well as portions of trading and portfolio accounting software. Soft dollars used to pay for research, both proprietary and/or 3rd party research, or services will benefit all or some accounts but not necessarily only those accounts that generated the soft dollars. Any mixed use situation requiring soft dollar allocation may pose a potential conflict of interest; however, StoneRidge uses a very conservative allocation methodology based on industry standards, qualifiable usage percentages, and evaluates the fairness of the computation on an annual basis. StoneRidge will direct client transactions to particular brokers in return for these products and services, but will continually monitor the quality of those executions and will formally review all brokers' performance on a quarterly basis. The quarterly review will include a formal trade execution analysis as well as a qualitative review of the quality of investment research provided by brokers. In addition, StoneRidge conducts a semi- annual broker survey to assess broker performance, which may result in termination for poor performance. Current types of soft dollar research and execution services used by StoneRidge include the following: quote feeds for major markets, real time news, a number of research data feeds that download into our proprietary screening tool, vendor programming and servicing of our proprietary screening tool, a portion of our portfolio management system and trading system (mixed use – only the portion attributable to execution and portfolio attribution and analysis), various non-widely disseminated research publications, and fixed income software analytics. Consistent with its obligation of best execution, StoneRidge may direct portfolio brokerage commissions to a broker or dealer in return for services and research that we use in making investment decisions for client accounts. Many advisers utilize brokerage placement practices that enable them to use “soft dollars” to obtain various services and products. When the adviser derives a soft dollar benefit from the services or product obtained, the adviser’s interest may be adverse to that of the clients. The use of commissions generated to purchase or sell securities for a client’s account, even if used for the benefit of the client, could arguably be viewed as benefiting the adviser in that the adviser is relieved of the obligation of purchasing research with its own money or generating the research itself. Congress added Section 28(e) to the Securities Exchange Act of 1934 to make clear that an adviser could consider research, as well as execution services, in evaluating the cost of brokerage services without violating its fiduciary responsibilities. Section 28(e) provides a safe harbor from breaches of fiduciary duty under Section 206 of the Advisers Act for investment advisers who, through their discretionary authority, execute transactions for

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client accounts through broker-dealers at higher commission rates than otherwise are obtainable, in return for investment research services and transaction execution. Section 28(e) only applies to research-related material and does not protect an adviser from other breaches of its fiduciary obligation, such as failure to make required disclosures. As currently interpreted by the SEC, a product or service constitutes research if that product or service provides “lawful and appropriate assistance to the money manager in the performance of its investment decision-making responsibilities.” If a product or service also serves functions which are unrelated to the making of investment decisions, such as accounting or record keeping, then an adviser must make a reasonable allocation of the cost of the product based on its uses therefore and pay for the non-research portions with its own “hard dollars.” In such mixed-use situations, the Head Trader must prepare and maintain books and records of StoneRidge’s allocation to support the reasonableness of his/her determination. The criteria used in determining the equitable allocation cost for mixed-use products must be disclosed to clients in StoneRidge’s Form ADV which will also explain that such allocations may pose a potential conflict of interest. Section 28(e) applies to the amount of commission paid to a broker-dealer acting in an agency capacity. A transaction fee paid to a broker-dealer for effecting a transaction in a principal capacity is not within the safe harbor, irrespective of the label placed on the fee. For this reason, it is the policy of StoneRidge that mark-ups/mark-downs on principal transactions in client accounts will not be used to pay for soft dollar services. When an adviser obligates itself formally to generate a specified amount of commissions, the adviser must be able to demonstrate it has consistently endeavored to obtain best execution on client securities transactions notwithstanding the commitment to generate commission revenues. In addition, such prior commitments could provide investment managers with an improper inducement to trade excessively and could improperly influence the level of commissions paid on behalf of the client’s account. To avoid this potential problem, StoneRidge’s Portfolio Managers should not commit to allocate future commission revenues from discretionary accounts without the appropriate disclosure in the ADV. Basic fiduciary principles do not prohibit a soft dollar transaction outside of Section 28(e) where the adviser makes appropriate disclosures to its clients, the adviser’s clients consent after such disclosure to the soft dollar transaction, and the soft dollar transaction does not negate best execution. Following an extensive industry sweep, the SEC issued a report in 1999 as to its findings about the soft dollar practices of investment advisers, broker/dealers and investment companies. In its report, the SEC recommended certain soft dollar practices for advisers and others to consider in reviewing and improving their own soft dollar practices. In order to control soft dollars, the Head Trader has been designated to oversee all aspects of StoneRidge’s soft dollar arrangements. The Head Trader shall maintain a master list

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of all soft dollar commitments, the product or service related to each arrangement, the applicable ratio of soft and hard dollars, and a running total of transactions executed against the total commitment. The Head Trader will also maintain all written contracts and invoices received against these commitments. Any changes to the arrangements will be indicated on the master list. For mixed-use items, appropriate documentation is needed to determine and support a reasonable allocation of costs between hard and soft dollars. Adequate records must be maintained to support these allocation decisions. The Chief Investment Strategist and the Chief Investment Officer, make this allocation. Appropriate disclosure regarding the use of soft dollar arrangement will be included in the ADV and modified whenever necessary. StoneRidge avails itself of brokers that have access to alternative liquidity pools and extensive trading networks in order to take advantage of their breadth and strength in execution capabilities. StoneRidge does on occasion use Step-Outs to try to avoid timing differences in executions involving directed orders. Step outs occur when the client specifies a broker to utilize when trading the account and the trader to avoid timing differences in exectuions uses a broker other than the directed broker. At the end of the trade, the trader allocates the client’s portion to the directed broker. StoneRidge does not use client brokerage to obtain any goods or services that do not constitute Research or brokerage services outlined under Section 28(e) of the Exchange Act of 1934. It is StoneRidge's practice to combine or bunch orders for the purchase or sale of the same security so as to negotiate a more favorable price, a lower commission rate or lower transaction costs. Directed brokerage accounts typically also participate in bunched orders, but their designated broker's portion of the commission is allocated to them by the executing broker. If a client directs StoneRidge to use a particular registered representative or brokerage firm, such instructions must be in writing. The client may at any time change such instructions by giving written notice to StoneRidge. The client is advised via the ADV and the Investment Advisory Agreement that as a result of such brokerage, the client may pay a higher brokerage commission than might otherwise be paid if StoneRidge had been granted discretion to select a broker to handle the client’s account. If a client directs StoneRidge to use a particular registered representative or brokerage firm, the client will be advised that StoneRidge may be unable to bunch, block or aggregate his/her trades with those of other clients. The inability to bunch trades may result in the client’s trades being executed at a price different from trades that are bunched and which may be less favorable. When a bunched order is filled in its entirety, each client account in the group will participate at the average share price and average transaction costs obtained for the combined order on that same business day. When a bunched order is only partially filled, the securities purchased will normally be allocated proportionately based upon the initial

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amount requested for each participating client account, except as described below, and each participating client account will receive the average share price and average transaction costs for the bunched order on that same business day. Exceptions to this policy of pro rata allocation of partially filled orders are made as necessary to avoid a client's receiving an insignificant allocation of shares, or holding an insignificant number of shares. In such cases, StoneRidge will increase or decrease the amount of securities that would otherwise be allocated to each account by reallocating the securities in a manner which StoneRidge deems fair and equitable to clients over time. In some cases, the combining or bunching of orders may adversely affect the results obtained for a client account. In allocating shares of Initial Public Offerings (IPOs), StoneRidge allocates proportionately based upon the initial amount requested for each participating client. If StoneRidge receives a partial allocation of an IPO order request, the shares will be allocated to clients on a pro-rata basis relative to each participating client’s assets under management, subject to a minimum deliverable lot size acceptable to the brokerage community, i.e., usually 100 share lots. Therefore, clients with lesser assets under management may be precluded from participating in partially filled IPO orders; this occurs more frequently for those IPOs that have high investor demand, i.e., hot IPOs. StoneRidge has a written Trade Error Policy. In the event of a trade error caused by StoneRidge resulting in a loss to a client, the client is reimbursed where appropriate through the generation of a check, paid on behalf of the client to the client’s custodian. If the error generates a gain in a client portfolio, the gain is retained by the client. If a broker causes an error, it is detected through the normal affirmation process and corrected by the broker prior to settlement.

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Item 13 Review of Accounts Reconciliation of client accounts On a daily basis, the Operations Manager reconciles the client’s portfolio with the custodian’s statements. Each account is reviewed on the custodian’s website and reconciled with the records on AXYS, the portfolio accounting platform utilized by StoneRidge. Any differences are resolved through phone calls to the custodian. The Operations Manager performs an equity and bond position reconciliation weekly. On a weekly basis, the Operations Manager downloads an asset listing from the custodian for each of StoneRidge’s clients and reconciles against the positions maintained in AXYS. The bond pricing check is performed monthly unless there has been a flow or trade. Performance calculations are reviewed on a monthly basis by the Operations Manager and on a quarterly basis by at least one Portfolio Manager prior to dissemination to clients. Dispersion reports reviewed weekly Dispersion reports are run on a weekly basis and reviewed by the Compliance Department to ensure that clients managed in the same mandate have similar percentages of ownership of each position. The Compliance Department reviews dispersion across accounts on a weekly basis to ensure that differences are noted and are valid. Problems are reported to traders and Portfolio Managers for action to be taken when necessary. Documentation is obtained evidencing corrective action and is retained in the Compliance Department’s files. Hard restrictions exist in the MOXY trading system to prevent purchase of stocks that are prohibited by particular clients. For soft restrictions such as American Depository Receipt’s (ADRs), Foreign Domiciled but traded on the US stock market (FDUS), or union unfriendly purchases, a warning flashes on the trading screen to enable the trader to make sure that the prohibited stocks or restriction percentages are not exceeded for particular clients. Reports of cash levels are provided to Portfolio Managers on a daily basis to ensure accounts remain fully invested. Client Restrictions review quarterly Compliance with client guidelines is assured and tracked through a three-pronged compliance approach that includes: 1) input of client restrictions into the MOXY trade system; 2) generation of weekly compliance reports per account and specific client

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guidelines; and 3) a comprehensive quarterly compliance review performed by the Compliance Department. Quarterly, the Compliance Department and Portfolio Managers review the client portfolios utilizing FactSet and AXYS reports to ascertain that the portfolios were managed according to client guidelines. Any exceptions are reported to the client. The team of Portfolio Managers also evaluates risk in portfolios through a weekly review of the various disciplines and accounts coupled with review of risk management reports focusing by product. Client reports Currently many of StoneRidge’s institutional investors require quarterly reports that contain performance, holdings and market commentary as well as semi-annual and/or annual meetings. StoneRidge will develop communications according to the client’s specifications and will deliver the required data as frequently as the client requires. StoneRidge sends annual disclosures to assure clients that we have strong processes in place protecting their client information. StoneRidge ensures that all confidential information such as tax ID numbers, authorized signers lists and authorized documents are locked up. Client assets are unable to be converted as StoneRidge does not have custody of assets and does not have the authority to move assets from custody accounts. The only action StoneRidge can take on behalf of clients is to execute trades for their account. Privacy disclosures are provided to clients annually as part of the third quarter proxy report mailing. Clients for whom we do not vote proxies receive the privacy statement as a separate mailing. The ADV Part 2A and 2B are sent at the time an account is opened. The ADV Part 2A and 2B are also sent annually, at the end of the third quarter. The Business Manager mails the ADV Part 2A and 2B and Privacy Statement with the client proxy reports. For those clients who do not receive proxy reports, the Business Manager will mail the disclosures separately. Whenever personnel changes occur involving a signatory to the trade authorization letters, the Business Manager prepares and mails new authorization letters to each client’s custodian providing an updated list of names and signatures.

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Item 14 Client Referrals and Other Compensation StoneRidge Investment Partners adheres to the new SEC rules effective June 30, 2010. The SEC adopted new rules to curtail pay- to- play policies. Among the key provisions of the rule was the prohibition of advisers from paying a third-party, such as a solicitor or placement agent, to solicit a government client on behalf of the adviser unless that third party is an SEC registered investment adviser or broker -dealer. On July 22, 2010, StoneRidge sent letters to the solicitors alerting them that they must become SEC registered investment advisers if they wished to continue as solicitors with the firm. Rule 206(4)-3 of the Advisers Act provides, among other things, that there be a contract between the adviser and the solicitor that clearly defines the duties and responsibilities of the solicitor with respect to his/her referral activities on behalf of the adviser. In addition to the agreement between the Adviser and the Solicitor, the Solicitor must also provide a written disclosure document that explains to the prospective client the terms under which the Solicitor is working with the Adviser and the fact that he/she is being compensated for the referral activities. It is the responsibility of the Chief Compliance Officer (“CCO”) to ensure that the activities of any Solicitor working on behalf of StoneRidge be carried out pursuant to a contract that complies with the provisions of Rule 206(4)-3. In addition, the CCO must exercise due diligence to determine that the solicitor is acting in conformity with the contract with StoneRidge, including any specific instructions issued by StoneRidge. StoneRidge Investment Partners has relationships with solicitors, each of whom is paid pursuant to a written contract, if a prospect introduced by the solicitor becomes a client of StoneRidge. The contract clearly defines the duties and responsibilities of the solicitor with respect to his/her referral activities on behalf of StoneRidge in conformity with Rule 206(4)-3. As part of the contract, the solicitor agrees to provide a written disclosure document which explains to the prospective client the terms under which the solicitor is working with StoneRidge and the fact that he/she is being compensated for the referral activities. The solicitor is required to provide prospective clients with a copy of StoneRidge’s ADV Part 2A and 2B and return a signed acknowledgement by the client to StoneRidge evidencing that the client received the disclosure document.

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Item 15 Custody Effective December 30, 2009, the SEC published the final adopting release for amendments to Rule 206(4)-2 under the Investment Advisers Act of 1940 (the “Custody Rule”). The amendments are designed to provide additional safeguards for client assets when a registered adviser has custody of client funds or securities. Under the Rule, advisers are subject to annual surprise exams, conducted by independent public accountants, to verify client assets and are required to obtain SAS-70 reports. At no time will StoneRidge ever intentionally hold client cash and securities. The broker/dealer, bank, or other custodian handling the account physically holds securities and cash in each client’s account. However, StoneRidge may enter into an arrangement for the automatic deduction of StoneRidge’s advisory fees by the custodian from any client’s custodial account provided the following conditions are met: • The client must evidence authorization for the automatic withdrawal of advisory fees

in writing. This authorization will be shown on the client’s advisory contract or on a separately signed document. Unless otherwise agreed, StoneRidge’s advisory fee will be based on a percentage of the value of the client’s assets under management.

• Prior to, or contemporaneously with, instructions given to the custodian that the

account is to be debited for StoneRidge’s advisory fee, the client will be notified in writing that an advisory fee of a specified amount will be deducted from his/her custodial account. This notice will also show the basis on which the fee was calculated. Example: $100,000 in assets under management for one calendar quarter at the rate of 0.25% per quarter = $250. Although it is not a requirement to provide the custodian with the fee calculation, it is the policy of StoneRidge to send the same detailed invoice to both the client and custodian. By doing so, we eliminate the requirement to notify the client of his/her responsibility to verify the accuracy of the bill.

• The account broker or custodian must provide the client, at least quarterly, a written

statement that shows the amount of the advisory fee deducted from his/her account; a duplicate of which is received by StoneRidge. The fee shown as deducted from the client’s account should be identified as “management fee,” “advisory fee,” or other terms of similar meaning.

As a firm policy, StoneRidge will not intentionally accept physical possession of client

securities or funds (checks). On occasion, however, StoneRidge may gain unintended possession of client assets, such as when a client mails a stock certificate or a check, payable to StoneRidge, with instructions that StoneRidge deposit the securities or the check into the client’s brokerage account.

Notwithstanding the fact that a stock certificate delivered to StoneRidge may be in the

client’s name, is not endorsed or accompanied by a stock power, and/or is promptly remitted to the broker or custodian in accordance with the client’s instructions, StoneRidge may be deemed to have “custody” of the client’s securities, even though

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“possession” is brief and temporary. Therefore, any stock certificate or check payable to StoneRidge (except for checks in payment of advisory fees) must be promptly returned to the client, despite the fact such action may appear to be a disservice to the client. In such situations, the CCO will document receipt of the certificate or check and prepare a memorandum to the client’s file giving the circumstances of how the assets came into the possession of StoneRidge. The CCO or a Portfolio Manager will then contact the client by telephone on the day of receipt of such assets and advise him/her that accepting the check or securities would subject StoneRidge to the custody provisions of Rule 206(4)-2 of the Advisers Act. The client will then be offered the option of reclaiming the check or securities from the office of StoneRidge not later than the close of business on that day, or, in the alternative, having the assets returned by overnight mail to the client. Under no circumstances are client securities or checks to be kept in StoneRidge’s office overnight.

Following the receipt of any check or securities and the return of such assets to the client,

the CCO will advise the client in writing that any subsequent delivery of checks or securities to StoneRidge will necessitate returning the assets to the client without further notice.

Notwithstanding the above provisions, if a client or prospective client remits a check to StoneRidge which is made payable to a third party, such as a broker, or custodian bank, StoneRidge will not be deemed to have custody of such assets provided they are promptly delivered to designated payee (broker-dealer or custodian) in accordance with the client’s instructions.

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Item 16 Investment Discretion The accounts that StoneRidge advises are discretionary accounts. With discretionary accounts, no specific client consent is required with respect to which securities are to be purchased or sold or what quantity is to be purchased or sold. For the majority of client accounts, StoneRidge also exercises discretionary authority when choosing which broker or dealer is used and when negotiating the commission rates for securities transactions. From time to time, certain of StoneRidge's clients may request in writing that StoneRidge direct specific commission amounts to certain brokers (including those that rebate commissions to those clients). In some but not all cases, StoneRidge may attempt to comply with such direction. StoneRidge will not use any other clients' commissions to satisfy a client's request for directed brokerage. The client who directs StoneRidge to use a specific broker or type of broker may pay higher commission rates or receive less favorable execution on some transactions than non-directing clients at least in part because the directed broker may maintain a higher commission schedule or provide less favorable service or because such transactions may be excluded from combined or block orders and any corresponding economies of scale. In such situations, transactions for such clients may not be executed until after transactions for clients who do not direct StoneRidge to use a specific broker have been executed. In instances where the client directs StoneRidge to use a specific broker, the commission rate will be negotiated by the client or by StoneRidge depending upon instructions from the client. Section 2 and Section 4 of the StoneRidge Investment Partners’ contract provides authorization for StoneRidge investment discretion as follows:

• Nature of Authority

On behalf of Client, the Client Representative hereby authorizes Advisor to manage the Account, and to invest and reinvest any assets in the Account, including the securities, cash or other property held in the Account, and take any action with respect to the Account that the Advisor determines to be appropriate or desirable on behalf of Client. Advisor shall, however, be bound by such written guidelines for the management of the Account as shall from time to time be provided by Client Representative to Advisor. Advisor shall manage the Account with sole discretion to take action without prior consultation with or ratification by the Client Representative or any other person purporting to act on behalf of Client, including, without limitation, buying, selling, exchanging, converting and otherwise trading in any and all securities, contracts and other investments.

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• Brokerage Transactions.

Unless the Client Representative specifies in writing a particular broker or dealer, Advisor is authorized to use its discretion in selecting the brokers or dealers through which purchases or sales for the Account shall be placed without prior consultation with, or ratification by, Client Representative. In selecting a broker or dealer, the Advisor will comply with its fiduciary duty to obtain best price and execution and with the provisions of Section 28(e) of the Securities and Exchange Act of 1934, as amended. Advisor will seek competitive commission rates, but not necessarily the lowest rates available. Advisor is expressly authorized to place purchase and sale orders with brokers or dealers who provide brokerage and research services which Advisor believes to be of value to either client or generally to all clients for which Advisor provides investment advice, unless otherwise prohibited by ERISA or other applicable laws or regulations.

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Item 17 Voting Client Securities Pursuant to the adoption by the Securities and Exchange Commission (the “Commission”) of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule 204-2 (17 CFR 275.204-2) under the Investment Advisers Act of 1940 (the “Act”), it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Act, for an investment adviser to exercise voting authority with respect to client securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interests of its clients, (ii) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies. In order to fulfill its responsibilities under the Act, StoneRidge has adopted policies and procedures for proxy voting, has provided a copy to each client whose proxies we vote, and has included appropriate disclosure in the ADV Part 2A. The Proxy Voting Policy and procedures appears as Exhibit 3 to StoneRidge’s Compliance Manual, which is available to clients upon request. In accordance with this rule, the Business Manager is responsible to vote all proxies for which StoneRidge is responsible and to maintain a copy of each proxy statement received as well as a record of each vote cast by StoneRidge on behalf of the client. As a normal procedural matter, the Business Manager provides a quarterly proxy voting report to each applicable client and clients are able to change their proxy voting direction decision at any time upon written notice.

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Item 18 Financial Information The requirements for disclosure of financial information are not applicable to StoneRidge.

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Item 19 Requirements for State-Registered Advisers The requirements for State-Registered Advisers are not applicable to StoneRidge.

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Part 2B of Form ADV: Brochure Supplement

Table of Contents

Item Topic Page Item 1 Cover Page 40 Item 2 Educational Background and Business Experience 41 Item 3 Disciplinary Information 45 Item 4 Other Business Activities 46 Item 5 Additional Compensation 47 Item 6 Supervision 48 Item 7 Requirements for State-Registered Advisers 49

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ADV Part 2B Brochure Supplement

StoneRidge Investment Partners LLC 301 Lindenwood Drive, Suite 310 Malvern, PA 19355 Telephone: 610-647-5287 Fax: 610-647-6216 Steven L. Sanders, CEO and Chief Investment Strategist Large Cap Core, Small-mid Cap Growth, Small Cap Growth, Quantitative Small Cap Growth Philip H. Brown, II, CFA, President Joseph E. Stocke, CFA, Chief Investment Officer Lester Rich, CFA, Portfolio Manager Sundar Kuttalingam, Senior Investment Analyst Broad Market Alternative Portfolio Camari Ellis, Portfolio Manager Fixed Income Portfolio Management Craig A. Moyer, CFA, Director of Fixed Income and Senior Portfolio Manager Camari Ellis, Portfolio Manager Trader John Bennett This brochure provides information about the qualifications and business practices of StoneRidge Investment Partners LLC. If you have any questions about the contents of this brochure, please contact us at 610-647-5287. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. StoneRidge Investment Partners is a registered investment adviser; however, registration does not imply a certain level of skill or training. Additional information about StoneRidge Investment Partners LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. Dated: April 21, 2011

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Item 2 Educational Background and Business Experience Steven L. Sanders (Born 1959) Chief Executive Officer, Chief Investment Strategist ssanders@stoneridgeinvestments.com 610-647-6190 Steven L. Sanders has over 25 years of experience in the financial services industry. In 1986, Mr. Sanders served as a partner in Hunt & Sanders Investment Advisors which specialized in investment strategies for small pension plan sponsors and high net worth clients. Its success led to the formation of Advent Capital Management Partners which provided investment management to larger retirement plan sponsors. In 1996, Mr. Sanders merged Advent Capital into MDL Capital and helped grow the firm to over $4.5 billion in assets under management. He was responsible for macro-economic analysis, equity portfolio management and new business development. Prior to joining StoneRidge Investment Partners as CEO and Chief Investment Strategist, Mr. Sanders co-founded and served as Chairman and CEO of First Genesis Financial Group a division of CFG Asset Management where he served as Chief Investment Strategist. Mr. Sanders serves on several corporate and civic boards; The Philadelphia Foundation, chairman of the investment committee, Children’s Hospital of Philadelphia, member of investment committee. Mr. Sanders holds a B.B.A. in Risk Management from Howard University. Philip H. Brown II, CFA (Born 1942) President, Partner pbrown@stoneridgeinvestments.com 610-647-0936 Mr. Brown is a military veteran who has over 37 years of investment experience. He is a founder and managing partner at StoneRidge Investment Partners. His responsibilities include equity portfolio management, and, as a sector specialist, he is responsible for research and stock selection for the Financial and Utilities sectors. In addition to being one of the founding members and the President of Meridian Investment Company, Mr. Brown maintained portfolio management and sector analytical responsibilities and was heavily involved in new business development. Prior to joining Meridian in 1984, Mr. Brown served as the Chief Investment Officer at Central Penn National Bank; Portfolio Manager at Glenmede Trust Company; and Director of Research at Schmidt, Roberts & Parke. Mr. Brown received his B.S. and M.B.A. from the University of Maine. Mr. Brown is a member of the Institute of Chartered Financial Analysts, Financial Analysts Federation of Philadelphia and the Philadelphia Securities Association, as well as a member of the Finance, Audit and Compensation Committees at Crozer Keystone Health System and a member of its Board of Directors.

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Joseph E. Stocke, CFA (Born 1959) Chief Investment Officer, Managing Director, Partner jstocke@stoneridgeinvestments.com 610-647-3468 Mr. Stocke has over 25 years of investment experience. He is a founder and managing partner at StoneRidge Investment Partners. His responsibilities include equity portfolio management, and, as a sector specialist, he is responsible for research and stock selection for the Consumer Discretionary, Consumer Staples and Health Care sectors. In addition to being one of the founding members, Senior Investment Manager and the chief equity strategist at Meridian Investment Company, Mr. Stocke maintained sector analytical and portfolio management responsibilities. Prior to joining Meridian in 1984, Mr. Stocke worked for Dean Witter Reynolds. Mr. Stocke received his B.S. from the Wharton School, University of Pennsylvania. He is a member of the Institute of Chartered Financial Analysts and the Financial Analysts Federation of Philadelphia. Lester Rich, CFA (Born 1959) Managing Director, Partner lrich@stoneridgeinvestments.com 610-647-2806 Mr. Rich has over 22 years of investment experience. He is a founder and managing partner at StoneRidge Investment Partners. His responsibilities include equity portfolio management, and, as a sector specialist, he is responsible for research and stock selection for the Energy, Industrials and Basic Materials sectors. Mr. Rich was an equity portfolio manager for Meridian Investment Company and was responsible for maintaining sector analytical responsibilities. Prior to joining Meridian in 1990, Mr. Rich served as a Portfolio Manager with First Fidelity Bank. Prior to First Fidelity, Mr. Rich worked at the Bradford Trust Company. Mr. Rich received his B.A. from Rutgers College and his M.S. from Pace University. He is a member of the Institute of Chartered Financial Analysts and the Financial Analysts Federation of Philadelphia. Mr. Rich serves on the Pension Board of West Whiteland Township. Sundar Kuttalingam (Born 1962) Senior Investment Analyst skuttalingam@stoneridgeinvestments.com 610-647-4203 Mr. Kuttalingam joined StoneRidge in 2011. As an investment analyst, he is responsible for research and stock selection for the Information Technology and Telecommuncations sectors. Previously, Mr. Kuttalingam worked as an Investment Analyst with Accessor Capital Management, a sub-advised mutual fund company, where he was responsible for performance analytics, and assisted with manager research and tactical asset allocation research. Mr. Kuttalingam has more than ten years of operational experience, working in various engineering roles with IT equipment vendors and telecommunication service providers. He passed the CFA Level II exams in June 2008, and holds an MBA with a Finance Concentration from the University of Washington, and an MS in Electrical Engineering from the University of Houston.

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Camari Ellis (Born 1975) Portfolio Manager cellis@stoneridgeinvestments.com 610-647-5529 Mr. Ellis has over 10 years of experience in the financial services industry. He joined StoneRidge in June 2009 as a Portfolio Manager for the firm’s Broad Market Alternative portfolio. His responsibilities include using ETF’s (Exchange Traded Funds) to implement long or short positions within the equity, bond, commodities, currency, real estate, and international equities. Prior to joining StoneRidge, he was an Investment Analyst responsible for economic and market research for First Genesis Asset Management. Mr. Ellis identified global themes and trends for First Genesis Asset Management’s Absolute Return Allocation system. He began his investment career with Lincoln Financial Advisors. Prior to joining Lincoln Financial, Mr. Ellis was an accountant specializing in small businesses and non-profit organizations. He received his B.B.A. in Finance from Temple University. He is a member of Pennsylvania State Representative Kenyatta Johnson’s economic advisory committee and also serves on various civic boards and committees. Mr. Ellis holds FINRA Series 6, 7, 63, and 65 licenses. Craig A. Moyer, CFA (Born 1952) Director of Fixed Income and Senior Portfolio Manager, Partner cmoyer@stoneridgeinvestments.com 610-647-6175 Mr. Moyer has over 34 years of experience. He joined StoneRidge in 2007 as Partner and Vice President. His responsibilities include fixed income product management (development), marketing and client relations. Prior to joining StoneRidge, Mr. Moyer was a founding member, Senior Fixed Income Manager and Chief Fixed Income Strategist for Meridian Investment Company. In 1998 he became a Principal at RRZ Investment Management Company and co-founded his own investment management firm, Providence Investment Advisors. Mr. Moyer sold the firm in 2003 to The Swarthmore Group and became Principal and Portfolio Manager there. Most recently in 2005 he joined a regional Pennsylvania bank and participated in the establishment of their institutional advisory unit. Mr. Moyer received his B.A. from the Pennsylvania State University. He is a member of the Institute of Chartered Financial Analysts, the Financial Analysts Federation of Philadelphia and the Philadelphia Bond Club. In addition, Mr. Moyer has been an investment lecturer at numerous professional schools and seminars.

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John G. Bennett (Born 1960) Equity Trader jbennett@stoneridgeinvestments.com 610-647-6519 Mr. Bennett has over 20 years of experience in the financial services industry and recently joined StoneRidge in January 2011 as the Equity Trader. Mr. Bennett works closely with the Chief Investment Officer and portfolio management team and is responsible for all aspects of the trading desk. Prior to joining StoneRidge, Mr. Bennett was the Director of Trading at Valley Forge Capital Advisors and was responsible for the trading desk and trade execution functions. Previously, Mr. Bennett was Director of Trading at Quaker Securities, Inc., an institutional trading boutique where he was responsible for all aspects of Quaker’s ten person trading desk. Mr. Bennett also spent time as a sales trader with Radnor Research and Trading where he focused on mutual funds, hedge funds and investment trust departments. Mr. Bennett started his career in the investment industry with Butcher & Singer, Inc., and later their successor, Wheat First Securities, working with both the institutional trading desk and later managing the correspondent trading area. Mr. Bennett received his B.A. in Economics from Dickinson College and his M.B.A. in Finance from Drexel University.

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Item 3 Disciplinary Information There are no legal or disciplinary events material to a client’s or prospective client’s evaluation of the portfolio managers listed above.

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Item 4 Other Business Activities None of the supervised people (above listed portfolio managers) are involved in any other business or occupation.

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Item 5 Additional Compensation None of the supervised people (above listed portfolio managers) receive outside compensation.

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Item 6 Supervision Joseph Stocke Chief Investment Officer 610-647-3468 Joseph Stocke, CFA, is the portfolio management team leader and Chief Investment Officer. As Chief Investment Officer, Mr. Stocke supervises all of the portfolio management of the company and is directly responsible for the portfolio management team. Adherence to investment guidelines and restrictions is monitored through the firm’s trading system. Client specific guidelines and restrictions are entered into the system which prevents purchases of prohibited stocks. This system facilitates the effective monitoring of account compliance with stated client guidelines and restrictions. The firm’s portfolio managers and trader are fully aware of all client restrictions and guidelines and manually review every transaction for compliance. In addition, weekly reports are generated for each client account, reflecting current positioning versus client guidelines. Lastly, a comprehensive compliance review is performed on a quarterly basis by the Chief Compliance Officer with results reported directly to the Chief Executive Officer, President, and Portfolio Managers. At least annually a formal portfolio review meeting is held where every client’s account is discussed in great detail. Inasmuch as all accounts with a similar mandate are managed in a similar manner, individual security holdings are a matter of daily discussion in meetings of the sector specialists.

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Item 7 Requirements for State-Registered Advisers The requirements for State-Registered Advisers are not applicable to StoneRidge.