COURIER CAPITAL, LLC

Courier Capital, LLC, a New York State limited liability company, is an SEC registered investment adviser with its principal office located in Buffalo, New York with additional offices in Rochester, New York, Jamestown, New York and Pittsburgh, Pennsylvania. Our firm is the successor to Courier Capital Corporation, an investment management firm originally founded in 1967. We have been providing investment advisory services as Courier Capital, LLC since 2016. We are wholly owned by Financial Institutions, Inc.

We typically offer our customized investment management services to individuals (including high net worth individuals and other clients), banking institutions, charitable endowments, and pension plans. As discussed more fully below, the services we offer include investment management and consultation, financial planning, portfolio management, pension consultation, and selection of other services. Some of the securities instruments we advise on include, among other things, mutual funds, exchange traded funds (ETFs), equities, bonds, commodities, and real estate.

Our fees, services and investment strategies are described in the paragraphs that follow. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to the individual needs of our clients. As used in this brochure, the words "we," "our," "firm," and "us" refer to Courier Capital, LLC, and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm.

Types of Advisory Services Offered

We offer four types of advisory services: (1) Investment Management Services, (2) Retirement Planning Services, (3) Individual Financial Planning Services, and (4) Investment Consulting Services, each of which is more fully described below. Depending on which financial adviser is appointed to separately manage a clients account, the management of a particular strategy selected for the account could vary for similarly situated clients who have similar goals yet varied prior experiences.

Investment Management Services

We offer a tailored investment management solution that encompasses not only the traditional asset classes of fixed income, domestic equities and foreign securities, but can also include alternative asset classes. Through the use of an asset allocation approach, the firm provides investment management services based on a thorough understanding of each clients independent and unique investment objectives.

The first stage of our Investment Management Services process typically involves the gathering of relevant information from the client and the completion of a Client Profile, investment policy statement or other similar document (Client Profile). The Client Profile sets forth the clients investment objectives, risk tolerance, investment guidelines, time horizons and other important and necessary information relating to the client.

Based upon this information, we will select an appropriate model (i.e., either conservative, moderate conservative, moderate, moderately aggressive or aggressive) for on-going management. For some long-term and/or high net worth clients, we perform a traditional style of separately managed account (SMA) portfolio management. Depending upon the strategy selected by the adviser, the firm invests client assets in various allocations and types of securities, including but not limited to: mutual funds, ETFs, stocks, bonds, commodities and/or real estate investment trusts (REITs). Please refer to Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss of this firm brochure for more information regarding our investment strategies and their associated risks. In addition, where appropriate, we use certain third-party managers (TPMs) to effect various strategies on behalf of a clients account.

We typically manage all client assets on a fully discretionary basis, but for some clients, we provide non-discretionary management upon request and at our sole discretion. In exercising full discretionary authority, we select, without first obtaining clients permission, (1) the securities to be bought and sold; (2) the amounts of securities to be transacted and whether it will be individually or block traded; (3) the broker-dealer through which transactions will be executed; and where applicable, (4) the TPM to be used to manage a portion of the clients portfolio. Our discretionary authority can be subject to conditions imposed by a client. This occurs when a client restricts or prohibits transactions in a security for a specific company or for an industry sector, or requests that the firm place trades with a specific broker-dealer (i.e., directed brokerage). If one or more restricted categories are designated by a client, the firm is authorized to determine in its discretion the specific securities that will be treated as falling within any such categories.

For those portfolios utilizing TPMs, we have instituted a disciplined process for selecting what we believe to be best-in-class asset managers. The universe of TPMs are screened and reviewed for style consistency, historical performance, down-side risk, and information ratio. Through fundamental analysis, we review the performance and risk attribution of each manager. Using qualitative analysis, we then conduct due diligence through meetings, discussions and Investment Committee vetting, which occurs no less than quarterly. At the conclusion of this process, the TPM is selected and considered as an option within our Investment Management Services.

Those TPMs selected by the firm typically are diversified among multiple strategies, asset classes, regions, industry sectors and securities. Once the TPM commences services, we continue to monitor the designated manager(s) to ensure that they adhere to the philosophy and investment style for which they were selected. Our ongoing review includes, but is not limited to, assessment of the TPMs disclosure brochure, performance information, on-site visits, materials (including questionnaire responses) supplied by the TPM, evaluation of the managers investment strategies, personnel turnover, regulatory events, ownership changes and corporate earnings reports.

The mutual funds and ETFs utilized within our model portfolios go through a very similar selection, monitoring and evaluation process. Each mutual fund or ETF selected is based on an extensive analysis by our Investment Committee, and once implemented, is monitored to ensure it continues to meet its objective.

Notably, some of these mutual funds or ETFs employ alternative or riskier strategies, such as the use of leverage or hedging. Leverage is the use of debt to finance an activity. For example, leverage is used when one uses margin to buy a security. Hedging on the other hand, occurs when an investment is made in order to reduce the risk of adverse price movements in a security. For example, hedging is used when one takes an offsetting position in a related security, such as an option or short sale. While leverage or hedging can operate to increase rates of return, it also increases the amount of risk inherent in an investment. Other mutual funds employ other alternative techniques which carry inherent higher degrees of risks. Please carefully review the models underlying funds as well as other risk considerations as more fully described in Item 8.

For those clients who utilize SMA portfolio management services, we provide individual stock and bond selections to meet the detailed investment objectives set forth by these clients. Throughout the process, we perform security selection based upon research of the underlying companies, communications with research analysts, real-time market data, ongoing analytics and earnings reviews, and in-depth analysis of company fundamentals. Once that evaluation is complete, the security could be added to the clients portfolio and continuously monitored for imbalances or shifts.

As noted above, clients are generally allowed to impose reasonable restrictions on the types of securities and/or industries to be included in their portfolio. Once this information is gathered, each client is responsible for informing us in writing of any changes to these restrictions or to their overall investment objectives. We do not assume any responsibility for the accuracy of the information provided directly by the client.

We may also recommend that clients utilize the investment management services of sub-advisers for particular types of instruments or markets. We have conducted due diligence on each sub-advisor. and will continue to monitor our sub-advisor relationships.

Retirement Plan Services

Through decades of experience, resources, and technology, our firm provides non-discretionary advisory services to companies who are starting-up and/or managing existing retirement plans (Retirement Plan Services). Such services are tailored to the clients specific needs and include recommending investment options for plans to offer to participants, quarterly reviews of plans investment options, assisting plan fiduciaries in creating and/or updating the plans written investment policy statements, providing general investment educational seminars to plan participants and working with plan service providers.

Uniquely, our firm does not manage proprietary mutual funds nor receive compensation in connection with recommending certain fund companies. We strive to provide diversified investment selections strictly through our analysis of the marketplace and the objectives of the client relating to its retirement plan. Through the firms use of preferred partners, we are able to deliver fully bundled retirement plan solutions or, alternatively, can work with a companys existing plan service provider to deliver customized solutions.

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, as applicable, 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 interests ahead of yours.

Under this special rules 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 in your best interest;
• -Charge no more than is reasonable for our services; and
• -Give you basic information about conflicts of interest.
•  
• Financial Planning Services
•  

In limited circumstances, we provide financial planning to advisory clients who request such services. Generally, such services are provided for no additional fee and include, without limitation, providing advice regarding asset allocation; risk management; portfolio analysis; and evaluation and review of investment accounts. To begin the process, we generally collect, organize and assess various client data including information concerning the clients lifestyle, risk tolerance, and cash flow, as well as identification of the clients financial concerns, goals, and objectives. The primary objective of this process is to allow us to assist the client in developing a strategy for the successful management of income, assets, and liabilities in order to meet the clients individual financial goals and objectives. We reserve the right to charge a non-advisory client an hourly rate or flat fee depending on the scope of the engagement.

Clients receiving financial planning services will receive our recommendations about various alternatives and have the option of utilizing our firm to implement these recommendations. Clients are advised that a potential conflict of interest exists where we recommend our own Investment Management Services for which we will receive an investment advisory fee; see Item 5 for additional information. There can be no assurance that any products or services recommended by our firm are at the lowest available cost. Clients are free to accept or reject any of our recommendations provided under a financial plan. Moreover, if a client decides to implement any recommendations the client can, but is under no obligation to, utilize our firm to implement those recommendations.

Investment Consulting Services

Many of our corporate and foundation clients desire that we monitor and analyze the quality of those multiple investment managers utilized within their portfolios. Our Investment Consulting Services are designed to provide clients with various asset allocations based on unique goals, risk tolerances and client objectives. The firm has invested in the technology necessary to deliver comprehensive consultation reports that examine the universe of mutual funds, as well as independent investment management firms that provide for ongoing analysis, reporting and monitoring as requested. When our corporate clients engage us for Investment Management Services, Investment Consulting Services can be provided as a complementary service dependent upon the type of account, client objectives and asset size. Please see a full description of our Investment Management Services above.

For those corporate clients who desire Investment Consulting Services exclusively, we offer customized services tailored to each clients needs. Our Investment Consulting Services typically involve the collection, organization, and assessment of all relevant documents and information concerning the corporate clients long-term goals and objectives, risk tolerance, cash needs and other factors, as determined by client needs. This allows us to develop a strategy for the successful management of income and assets in order to best meet the clients overall financial goals.

It is likely that through the Investment Consulting Services process, we will advise corporate clients to engage us for Investment Management Services. Clients are advised that a potential conflict of interest exists where we recommend our own Investment Management Services for which we will receive an investment advisory fee; please see Item 5 - Fees and Compensation for additional information. There can be no assurance that any products or services recommended by our firm are at the lowest available cost. There can be no assurance that our Investment Consulting Services or any product recommendations are at the lowest available cost. Clients are free to accept or reject any of our recommendations provided as part of our Investment Consulting Services. Moreover, if a client decides to implement any recommendations, the client can, but is under no obligation to, utilize our firm to implement those recommendations.

Those clients who wish to engage us for implementation of any recommendations made under this service are required to execute an addendum to their existing written advisory agreement with our firm. Under these circumstances, the fees charged for Investment Consulting Services can, at our discretion, be applied towards our future fees for Investment Management Services or be otherwise offset.

Alternative Investments and Private Placements

All private placement investments offered via the platform are sponsored by third parties and are available to accredited investors as defined by the Investment Advisers Act of 1940. Such investments are subject to be included in underlying assets that Courier attributes to fee calculation. Underlying issuers will charge fees to Courier Clients, which will vary by each investment. Clients should refer to the subscription agreements for each specific investment to obtain this information.

Wrap-Fee Programs

Courier serves as portfolio manager for wrap fee programs. Courier selects the investments and sector weights that are offered in these Wrap Programs. The appropriate portfolio allocations utilized in the Wrap Program are determined through a consultation between the program participant and their Investment Advisor. We may receive a management fee in addition to the wrap fee paid by the client.

Individual Client Information

As explained above, Investment Management Services provided by our firm are customizable based upon the individual needs, objectives, and other financial goals of the client. Early in the relationship, we typically will memorialize each clients investment objectives, risk tolerance, time horizons and other important and necessary information, including any investment guidelines. This information, together with any other information relating to the clients overall financial circumstances, will be used by the firm to determine the most appropriate asset allocation and investment strategy designed to best meet the clients financial goals. There can be times when certain restrictions are placed by a client which prevent us from accepting or continuing to service the clients account. We reserve the right to not accept and/or terminate a clients account if we determine in good faith that the client-imposed restrictions would limit or prevent it from meeting and/or maintaining its objectives.

We do not assume any responsibility for the accuracy of any information provided by the client. We are further not obligated to verify any information received from you or from your authorized professionals (e.g., attorneys, accountants, etc.) and we are expressly authorized to rely on such information. Under all circumstances, clients are responsible for promptly notifying us in writing of any material changes to their financial situation, investment objectives, time horizon, or risk tolerance. In the event that a client notifies our firm of changes in the clients financial circumstances, we will review such changes promptly and could recommend revisions to the clients portfolio.

Advisory Agreements

Prior to engaging us to provide any of the investment advisory services described in this firm brochure, you will be required to enter into one or more written agreements with us setting forth the fees to be charged and the terms and conditions under which we will render investment advisory services to you. Free of charge, we will provide you with a copy of our firm brochure and one or more brochure supplements prior to or contemporaneously with the execution of the foregoing written advisory agreement. The advisory relationship will continue until terminated by the client or our firm in accordance with the provisions stated within the written agreement.

Assets Under Management

As of December 31, 2025, we provide continuous management services for $3,081,091,813 in client assets on a discretionary basis and $504,061,509 on a non-discretionary basis.