Legal

Solicitor Disclosure Statement

Prepared pursuant to Rule 206(4)-1(b) under the Investment Advisers Act of 1940

Effective date: August 6, 2026 · Version 1.1

This Solicitor Disclosure Statement (this “Disclosure”) is provided to you because you have been referred to Monorail Securities, LLC (“Monorail”) by a registered investment adviser (the “Solicitor”) for investment advisory services, and the Solicitor will be compensated by Monorail in connection with that referral.

Monorail Securities, LLC is an investment adviser registered with the U.S. Securities and Exchange Commission. This Disclosure is furnished to you together with, and should be reviewed alongside, Monorail’s current Form ADV Part 2A brochure, before you enter into an advisory agreement with Monorail. Please read both documents carefully.

Form ADV Part 2A and Form CRS for Monorail Securities, LLC are available at adviserinfo.sec.gov.

1. Relationship between Solicitor and Monorail

The Solicitor is an unaffiliated solicitor of Monorail within the meaning of Rule 206(4)-1(b)(1) under the Investment Advisers Act of 1940. The Solicitor is not an employee, officer, or partner of Monorail. The Solicitor has no authority to act on Monorail’s behalf, to bind Monorail to any obligation, or to provide investment advice or make investment recommendations to you regarding your account with Monorail.

The Solicitor’s role is limited to introducing you to Monorail. Monorail alone is responsible for determining whether to accept you as a client and for the advisory services you receive.

2. Compensation arrangement

In exchange for referring you to Monorail, Monorail will pay the Solicitor a percentage of the advisory fee actually collected by Monorail from your account (the “Solicitor Fee”), net of refunds, chargebacks, fee waivers, discounts, and credits attributable to your account.

The Solicitor Fee is calculated on the asset-based advisory fee only. Monorail’s monthly account subscription fee is not an advisory fee and is not included in the amount on which the Solicitor is compensated.

The percentage payable to the Solicitor with respect to your account is determined in accordance with the tier schedule set forth in Exhibit B to the Solicitor Agreement between the Solicitor and Monorail. That percentage may increase or decrease over time based on the total assets the Solicitor has referred to Monorail, measured at quarter end in accordance with Exhibit B. Any such change affects only the amount Monorail shares with the Solicitor out of the fee it collects and does not change the advisory fee you pay.

The Solicitor Fee is calculated and paid to the Solicitor on a quarterly basis for as long as you remain an advisory client of Monorail, with no limit on the duration of such payments.

Cost to you. The Solicitor Fee is paid by Monorail out of the advisory fee you pay under your advisory agreement. It is not separately billed to you, and your advisory fee is not increased as a result of this referral arrangement. You will not be charged any additional amount because you were referred by the Solicitor. The specific advisory fee applicable to your account is set forth in your advisory agreement and in Monorail’s Form ADV Part 2A brochure.

3. Material conflicts of interest

Because the Solicitor is paid for referring you to Monorail, and that compensation is contingent on you becoming and remaining a Monorail advisory client, the Solicitor has a financial incentive to refer you to Monorail that would not exist absent this arrangement. This creates the following conflicts of interest, among others, that you should consider.

  • The Solicitor has a financial incentive to recommend Monorail over other advisers or services, including advisers or services that may be more suitable for you, lower-cost, or otherwise in your interest, because the Solicitor is compensated only if you engage Monorail.
  • The Solicitor’s compensation increases the longer you remain a Monorail client and the more you pay in advisory fees, with no limit on the duration of such payments. This may incentivize the Solicitor to encourage you to remain a client or to increase assets under Monorail’s management, regardless of whether doing so is in your best interest.
  • The Solicitor is not permitted to, and should not, provide you with investment advice, make investment recommendations, or hold itself out as an investment adviser or fiduciary with respect to your account. Any such statement by the Solicitor would be outside the scope of its role and should not be relied upon.

4. No additional cost representation and other disclosures

This Disclosure does not create any advisory or fiduciary relationship between you and the Solicitor. Your advisory relationship, and Monorail’s obligations to you, are governed solely by your advisory agreement with Monorail Securities, LLC and Monorail’s Form ADV.

5. Questions and receipt

If you have any questions about this Disclosure, the compensation arrangement described above, or the referral relationship between the Solicitor and Monorail, please contact Monorail’s Chief Compliance Officer before signing an advisory agreement.

This page is the current version of Monorail’s Solicitor Disclosure Statement and is delivered to you online at this address. You will be asked to acknowledge receipt of this Disclosure and of Monorail’s Form ADV Part 2A brochure through a separate Acknowledgment of Receipt before entering into an advisory agreement with Monorail Securities, LLC.