3ROOTS WEALTH PARTNERS LLC

ITEM 1: COVER PAGE Part 2A of Form ADV: Firm Brochure 6908 E. Moreland St. Scottsdale, AZ 85257 jake@3rootswealthpartners.com (402) 980-1525 April 30, 2026 This brochure provides information about the qualifications and business practices of 3Roots Wealth Partners (“Adviser”). If you have any questions about the contents of this brochure, please contact us at jake@wealthpartners.com. 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. Registration does not imply a certain level of skill or training. Additional information about 3Roots Wealth Partners also is available on the SEC’s website at www.adviserinfo.sec.gov. 1  ITEM 2: MATERIAL CHANGES This is the first annual update of this Form ADV Part 2A brochure. No material changes have been made to this version of the brochure. From time to time, we may amend this Disclosure Brochure to reflect changes in our business practices, changes in regulations, and routine annual updates as required by the securities regulators. Either this complete Disclosure Brochure or a Summary of Material Changes shall be provided to each Client annually and if a material change occurs in the business practices of Adviser. 2  ITEM 3: TABLE OF CONTENTS ITEM 1: COVER PAGE 1 ITEM 2: MATERIAL CHANGES 2 ITEM 3: TABLE OF CONTENTS 3 ITEM 4: ADVISORY BUSINESS 4 ITEM 5 FEES AND COMPENSATION 7 ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 9 ITEM 7 TYPES OF CLIENTS 9 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 9 ITEM 9: DISCIPLINARY INFORMATION 12 ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 13 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 14 ITEM 12 BROKERAGE PRACTICES 14 ITEM 13 REVIEW OF ACCOUNTS 16 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION 17 ITEM 15 CUSTODY 17 ITEM 16 INVESTMENT DISCRETION 18 ITEM 17 VOTING CLIENT SECURITIES 18 ITEM 18 FINANCIAL INFORMATION 18 3  ITEM 4: ADVISORY BUSINESS A. Advisory Firm Description Adviser is a Registered Investment Adviser with the Securities Exchange Commission (“SEC”). We were founded in August 2025. Alex Cohen, Brandon Scott and Jake Hall are the principal owners of Adviser, and no other principal owns more than 25% of 3Roots Wealth Partners. B. Advisory Services Investment Management Services Adviser manages individually allocated portfolios, providing ongoing advice to the client based on the individual needs, client profile and risk tolerance of the client. Adviser meets with the client to discuss investment objectives and goals and recommends the implementation of a diversified portfolio based on the information provided by the client. Ongoing supervision of the account is conducted based on client suitability data collected, as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Fees pertaining to this service are outlined in Item 5 of this brochure. Rebalancing generally occurs periodically or as client circumstances and market conditions warrant. Investment management services may also include the management of held-away accounts. In these cases, Adviser will use the financial technology “Pontera”, to manage held away accounts such as 401(k)s and Retirement Accounts. Adviser may also provide pension and profit-sharing plan consulting services under the Investment Management service fee structure. Third-Party Managers and Sub-Advisers When suitable for the client, we recommend the use of Third-Party Managers, Outside Managers, or Sub- Advisors (TAMPs) for portfolio management services. We assist Clients in selecting an appropriate allocation model, completing the Outside Manager’s investor profile questionnaire, interacting with the Outside Manager, and reviewing the Outside Manager. Our review process and analysis of outside managers is conducted no less than annually. Clients should note that fees charged by third-party managers are separate from and in addition to Adviser’s fees (see Item 5). Financial Planning Services Adviser provides financial planning services on an hourly, project-basis, or by engaging the client in an ongoing financial planning arrangement. For hourly financial planning engagement, Adviser will discuss the financial planning topics to be covered during the engagement prior to providing an estimate of the number of hours required to complete the engagement. Project-based engagements are initiated in the same manner. For ongoing financial planning engagements, Adviser will work with the client over an extended 4  period. This process commences with the collection of data to assess the financial planning needs of the client. Adviser then provides the client with a completed financial plan and meets with the client periodically to assist with implementation of the plan, and to update the plan according to changes in the financial situation of the client. Adviser does not provide legal or accounting services. Clients are encouraged to consult qualified professionals for those needs. In general, the financial plan will address any or all of the following areas of concern. The client and advisor will work together to select the specific areas to cover. These areas may include, but are not limited to, the following: • Business Planning: We provide consulting services for clients who currently operate their own business, are considering starting a business, or are planning for an exit from their current business. Under this type of engagement, we work with you to assess your current situation, identify your objectives, and develop a plan aimed at achieving your goals. • Cash Flow and Debt Management: We will conduct a review of your income and expenses to determine your current surplus or deficit along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice may also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend what we believe to be an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts. • College Savings: Includes projecting the amount that will be needed to achieve college or other post-secondary education funding goals, along with advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if appropriate). • Employee Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. • Estate Planning: This usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to-time, we will participate in meetings or phone calls between you and your attorney with your approval or request. 5  • Financial Goals: We will help clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal. • Insurance: Review of existing policies to ensure proper coverage for life, health, disability, long- term care, liability, home and automobile. • Investment Analysis: This may involve developing an asset allocation strategy to meet clients’ financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected broker/dealer or custodian. The strategies and types of investments we may recommend are further discussed in Item 8 of this brochure. • Retirement Planning: Our retirement planning services typically include projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections by adjusting certain variables (e.g., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice may be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years. • Risk Management: A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long‐term care planning. Advice may be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self‐ insuring”). • Tax Planning Strategies: Advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make recommendations on which type of account(s) or specific investments should be owned based in part on their “tax efficiency,” with consideration that there is always a possibility of future changes to federal, state or local tax laws and rates that may impact your situation. C. Tailored Advice and Client Imposed Restrictions Adviser tailors’ investment management and financial planning services to the individual needs of clients, by collecting client profile and suitability data at the commencement of the engagement, to assess the client’s risk tolerance and investment objectives. For Financial Planning clients, Adviser collects relevant data to the client’s financial planning. Needs to 6  provide specifically tailored advice. Clients may impose restrictions on investing in certain securities or types of securities. D. Wrap Fee Programs Adviser does not participate in or provide portfolio management services to a Wrap Program E. Assets Under Management As of February 25, 2026, Adviser currently reports $92,647,972 in discretionary and no non-discretionary Assets Under Management. ITEM 5 FEES AND COMPENSATION Please note, unless a Client has received the firm’s Disclosure Brochure at least 48 hours prior to signing the investment advisory contract, the investment advisory contract may be terminated by the Client within five (5) business days of signing the contract without incurring any advisory fees. Investment Management Fee Schedule A. Adviser’s Investment Management fee is based on the market value of assets and is calculated according to the below listed fee schedule. The annual fees are negotiable. Annual Account Fee Assets Under Management 0 - $1,000,000 $1,000,000 - $5,000,000 $5,000,000 and Above 1.50% 1.00% 0.85% B. Fees are directly debited from Client accounts, or the Client may choose to pay by check or electronic funds transfer. The annual fee is a blended fee and is calculated by assessing the percentage rates using the predefined levels of assets as shown in the above chart and applying the fee to the account value as of the last day of the previous month. When Adviser uses Pontera, Adviser will pay fees for these services (fees are not passed onto the client). C. Fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. These charges, fees, and commissions are exclusive of and in addition to the Adviser’s fee, and the Adviser shall not receive any portion of these commissions, fees, and costs. 7  D. Fees are pro-rated and are paid in arrears on a monthly basis. Accounts initiated or terminated during a calendar month will be charged a pro-rated fee based on the amount of time remaining in the billing period. An account may be terminated with written notice at least 30 calendar days in advance. Since fees are paid in arrears, no refund will be needed upon termination of the account. E. Other Compensation Neither Adviser nor any of Adviser’s supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Financial Planning Fee Schedule A. Adviser’s Financial Planning fee is negotiable based on the type of services provided and the needs of the client and are notated on the financial planning agreement. For project-based financial planning, fees range between $5,000-$20,000 based on complexity and needs of the client. For ongoing financial planning, there is an upfront fee of ranging between $2,500 - $10,000, with ongoing fees due annually on the anniversary of each engagement, in the amount of one-half of the upfront fee. Hourly financial planning services are provided at a rate of $400 per hour. B. Fees are directly debited from Client accounts, or the Client may choose to pay by check or electronic funds transfer C. Fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. These charges, fees, and commissions are exclusive of and in addition to the Adviser’s fee, and the Adviser shall not receive any portion of these commissions, fees, and costs. D. Project-based financial and hourly planning fees will be charged half upfront, and the remaining half upon plan delivery. Ongoing financial planning fees are pro-rated and are paid annually on the anniversary of each engagement. An account may be terminated with written notice at least 30 calendar days in advance. Fees paid in Advance: Upon termination of the account, any unearned fee will be refunded to the Client. Since fees are paid in arrears, no refund will be needed upon termination of the account. E. Other Compensation 8  Neither Adviser nor any of Adviser’s supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Adviser does not offer performance-based fees. ITEM 7 TYPES OF CLIENTS We provide investment advice to individuals, high net-worth individuals, pension and profit sharing plans and corporations or other businesses. We do not have a minimum account size requirement. ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS A. Investing in securities involves risk of loss that clients should be prepared to bear. The methods of analysis and investment strategies Adviser use in formulating investment advice or managing assets are as follows: Modern Portfolio Theory (MPT) is a practical method for selecting investments to maximize their overall returns within an acceptable level of risk. A key component of the MPT theory is diversification. Most investments are either high risk and high return or low risk and low return. The underlying principles of MPT include the theory that the only acceptable risk is that which is adequately compensated by an expected return. Risk and investment return are related and an increase in risk requires an increased expected return. Additionally, MPT suggests that markets are efficient. The same market information is available to all investors at the same time, so the market prices every security fairly based upon this equal availability of information. The design of the portfolio is more important than the selection of any particular security. The appropriate allocation of capital among asset classes will have far more influence on long-term portfolio performance than the selection of individual securities. Increasing diversification of the portfolio with lower correlated asset class positions can decrease portfolio risk. Correlation is the statistical term for the extent to which two asset classes move in tandem or opposition to one another. Fundamental Analysis involves analyzing individual companies and their industry groups, such as a company’s financial statements, details regarding the company’s product line, the experience, and expertise of the company’s management, and the outlook for the company’s industry. The resulting data is used to measure the true value of the company’s stock compared to the current market value. The risk of fundamental analysis is that the information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Technical Analysis involves using chart patterns, momentum, volume, and relative strength in an effort to pick sectors that may outperform market indices. However, there is no assurance of accurate forecasts or 9  that trends will develop in the markets we follow. In the past, there have been periods without discernible trends and similar periods will presumably occur in the future. Even where major trends develop, outside factors like government intervention could potentially shorten them. Cyclical Analysis is a type of technical analysis that involves evaluating recurring price patterns and trends based upon business cycles. Economic/business cycles may not be predictable and may have many fluctuations between long-term expansions and contractions. The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Charting Analysis involves the gathering and processing of price and volume information for a particular security. This price and volume information is analyzed using mathematical equations. The resulting data is then applied to graphing charts, which is used to predict future price movements based on price patterns and trends. Charts may not accurately predict future price movements. Current prices of securities may not reflect all information about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Direct Indexing The Firm offers direct indexing strategies that seek to provide clients with customized exposure to a selected equity index while allowing for greater tax-management flexibility, security-level customization, and factor tilts when appropriate. In a direct indexing strategy, the Firm constructs and manages a portfolio of individual securities that, in aggregate, are designed to closely track the performance characteristics of a specified index. In managing direct indexing accounts, the Firm primarily utilizes quantitative analysis, portfolio optimization tools, and risk-modeling techniques to evaluate tracking error, expected tax outcomes, and the impact of client-imposed restrictions. The Firm may also use third-party data providers for benchmark composition, corporate actions, pricing data, and risk analytics. Client portfolios may differ from the underlying index due to tax-loss harvesting, client-requested screens or restrictions, account size, cash flows, rebalancing timing, and other implementation factors. As a result, performance may deviate—either positively or negatively—from the stated benchmark. Use of Sub-Advisers: Adviser may refer Clients to third-party investment advisers ("outside managers"). Our analysis of outside managers involves the examination of the experience, expertise, investment philosophies, and past performance of the outside managers in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We monitor the manager's underlying holdings, strategies, concentrations, and leverage as part of our overall periodic risk assessment. Additionally, as part of our due diligence process, we survey the manager's compliance and business enterprise risks. A risk of investing with an outside manager who has been successful in the past is that he or she may not be able to replicate that success in the future. In addition, as Adviser does not control the underlying investments in an outside manager's portfolio. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for our 10  Clients. Moreover, as we do not control the manager's daily business and compliance operations, we may be unaware of the lack of internal controls necessary to prevent business, regulatory or reputational deficiencies. B. Adviser’s method of analysis or strategy does not involve significant or unusual risks. If Adviser’s primary strategy involves frequent trading of securities, please note that frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs. C. Adviser recommends common stock, bonds, mutual funds, exchanged traded funds, and alternative investments. Please see the following risks associated with securities. Common Stock is a security that represents ownership in a corporation. Holders of common stock elect the board of directors and vote on corporate policies. This form of equity ownership typically yields higher rates of return long term. However, in the event of liquidation, common shareholders have rights to a company's assets only after bondholders, preferred shareholders, and other debtholders are paid in full. The value of common stock may go up and down in price quite dramatically, and in the event of an issuer’s bankruptcy or restructuring could lose all value. A slower-growth or recessionary economic environment could have an adverse effect on the price of all stocks. Corporate Bond is a type of debt security that is issued by a firm and sold to investors. The company gets the capital it needs and in return the investor is paid a pre-established number of interest payments at either a fixed or variable interest rate. When the bond expires, or "reaches maturity," the payments cease, and the original investment is returned. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk. Municipal Bond is a debt security issued by a state, municipality, or county to finance its capital expenditures, including the construction of highways, bridges, or schools. They can be thought of as loans that investors make to local governments. Municipal bonds are often exempt from federal taxes and most state and local taxes (for residents), making them especially attractive to people in higher income tax brackets. Due to a municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other bonds, depending on the investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing in bonds in general. Mutual Funds are financial vehicles that pools assets from shareholders to invest in securities like stocks, bonds, money market instruments, and other assets. Mutual funds are operated by professional money managers, who allocate the fund's assets and attempt to produce capital gains or income for the fund's investors. When a Client invests in open-end mutual funds or ETFs, the Client indirectly bears its proportionate share of any fees and expenses payable directly by those funds. Therefore, the Client will incur higher expenses, many of which may be duplicative. In addition, the Client's overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). Exchange Traded Funds (ETFs) are pooled investment securities that operate much like mutual funds. Typically, ETFs will track a particular index, sector, commodity, or other assets, but unlike mutual funds, 11  ETFs can be purchased or sold on a stock exchange the same way that a regular stock can. An ETF can be structured to track anything from the price of an individual commodity to a large and diverse collection of securities. Prices may vary significantly from the Net Asset Value due to market conditions. Certain Exchange Traded Funds may not track underlying benchmarks as expected. The Adviser has no control over the risks taken by the underlying funds in which the Clients invest. Alternative Investments: Adviser may recommend that certain clients allocate a portion of their portfolio to alternative investments, which may include private funds, hedge funds, private equity, venture capital, real estate, commodities, or other non-traditional investment vehicles. Alternative Investments pose additional risks to investors. Most alternative investments require a minimum upfront investment and since the underlying assets are not exchange traded, investors generally have limited liquidity. Additionally, many alternative investments are not publicly traded and do not have readily available market values. Valuations may be based on estimates or assumptions that prove inaccurate, and may not reflect the price at which the investment could actually be sold. While these investments can provide diversification and the potential for enhanced returns, they also involve unique risks that may not be suitable for all investors. ITEM 9: DISCIPLINARY INFORMATION A. Adviser and management persons have not been: 1. Convicted of or pled guilty or nolo contendere (“no contest”) to (a) any felony; (b) a misdemeanor that involved investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, or extortion; or (c) a conspiracy to commit any of these offenses. 2. Named the subject of a pending criminal proceeding that involves an investment- related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. 3. Found have been involved in a violation of an investment-related statute or regulation; or 4. The subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise limiting, your firm or a management person from engaging in any investment-related activity, or from violating any investment-related statute, rule, or order. B. Adviser and management persons have not been involved in and administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority. Adviser and management persons have not been: 1. Found to have caused an investment-related business to lose its authorization to do business; or; 2. Found to have been involved in a violation of an investment-related statute or regulation and was the subject of an order by the agency or authority: 12  (a) denying, suspending, or revoking the authorization of your firm or a management person to act in an investment-related business; or (b) barring or suspending your firm’s or a management person's association with an investment- related business; or (c) otherwise significantly limiting your firm’s or a management person's investment-related activities; or (d) imposing a civil money penalty of more than $2,500 on your firm or a management person. C. Adviser and management persons have not been involved in a self-regulatory organization (SRO) proceeding in which the firm or a management person: 1. was found to have caused an investment-related business to lose its authorization to do business; or was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended from membership or from association with other members, or was expelled from membership; 2. otherwise significantly limited from investment-related activities; or (iii) fined more than $2,500. ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS A. Adviser and its management persons are not registered, do not have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Adviser and its management persons are not registered, do not have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities, disclose this fact. C. Adviser and its management persons are insurance licensed, and may be appointed with insurance agencies to provide insurance products to clients of Adviser. Adviser recognizes that conflicts of interest exist, as we have a compensatory incentive to recommend insurance products for which we are subject to be compensated, regardless of whether products are suitable for clients. To mitigate this conflict, Adviser documents the criteria upon which each product was deemed suitable at the time that the product is recommended, and disclosures the nature of compensation to be received. Clients are not required to purchase insurance products recommended by Adviser. D. Adviser recommends other investment advisers. However, Adviser has no other business relationship with those advisers that create a material conflict of interest. Adviser’s fee is separate and in addition to their compensation (as noted in Item 5) and will be described to you prior to engagement. Clients are not obligated, contractually or otherwise, to use the services of any Outside Manager we recommend. 13  ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING A. Adviser has a written Code of Ethics that covers at minimum Employee Personal Trading Policies, Reporting requirements for Access Persons, Professional Duty to Clients, Standards of Conduct, Reporting of Violations and Sanctions, Disciplinary Actions, Conflicts of Interest, Gift and Entertainment Policy, and Pay to Play (Political Contribution) compliance. Adviser's Code of Ethics is available free upon request to any client or prospective client. B. Adviser does not recommend that clients buy or sell any security in which a related person to Adviser or Adviser has a material financial interest. C. Adviser or related person may invest in the same securities, or related securities (e.g. warrants, options, or futures) that we or a related person recommend to clients. Conflicts of interest may arise when the Adviser, in its fiduciary capacity, has influence over the timing and price of orders executed. This conflict of interest is mitigated by ensuring that Access Persons of the Adviser do not intentionally “trade ahead” of clients, a process known as “frontrunning”, by which the Adviser places orders for its own account prior to placing orders for clients, receiving more favorable market conditions. D. Adviser or related person may recommend securities to clients, or buy or sell securities for client accounts, at or about the same time that we or a related person buys or sells the same securities for our own accounts. Conflicts of interest may arise when the Adviser, in its fiduciary capacity, has influence over the timing and price of orders executed. This conflict of interest is mitigated by ensuring that Access Persons (and related persons) of the Adviser adhered to the firm’s Code of Ethics in trading practices. ITEM 12 BROKERAGE PRACTICES A. Custodian recommendations are made to the Client based on their need for such services, reputation and services provided, qualify of execution, and reasonableness of compensation and fees. 1. Research and Other Soft Dollar Benefits Adviser receives soft dollar benefits by nature of our relationships with Charles Schwab & Company, Inc. ("Schwab") member FINRA/SIPC. We also recommend Directed Trust Company, a self-directed individual retirement account administrator and account custodian, to clients who hold alternative investments in qualified accounts. Research and benefits of the above listed custodians generally include custody of securities, trade execution, clearance, and settlement of transactions. These benefits may also include the following products and services (provided without cost or at a 14  discount): receipt of duplicate Client statements and confirmations; research related products and tools; consulting services; access to trading desks serving Advisor participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to Client accounts); the ability to have advisory fees deducted directly from Client accounts; access to an electronic communications network for Client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to Advisor by third party vendors. Adviser may offer investment advisory services through the custodial platform offered by Altruist Financial LLC (“Altruist”), an unaffiliated SEC- registered broker dealer and FINRA/SIPC member. Custody, clearing and execution services are provided by Altruist Financial LLC as a self-clearing broker-dealer. Adviser’s clients establish brokerage accounts through Altruist. Adviser maintains an institutional relationship with Altruist whereby Altruist provides certain benefits to Adviser, including a fully digital account opening process, a variety of available investments, and integration with software tools that can benefit Adviser and its clients. Adviser is not affiliated with Altruist. Altruist does not supervise Adviser, its agents, activities, or its regulatory compliance. a. When Adviser uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, Adviser receive a benefit because you do not have to produce or pay for the research, products or services. b. Adviser may have an incentive to select or recommend a broker-dealer based on Adviser’s interest in receiving the research or other products or services, rather than on clients’ interest in receiving most favorable execution. c. Adviser does not execute transactions that cause clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits. d. Adviser uses soft dollar benefits to service all our clients’ accounts. Adviser does not seek to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the accounts generate. e. Adviser and our related persons did not acquire additional products and services with client brokerage commissions (or markups or markdowns) within our last fiscal year. 15  f. Adviser does not direct client transactions to a particular broker-dealer in return for soft dollar benefits received. 2. Brokerage for Client Referrals. Adviser does not consider, in selecting or recommending broker-dealers, whether Adviser or a related person receives client referrals from the broker-dealer or third party. a. Adviser may have an incentive to select or recommend a broker-dealer based on our interest in receiving client referrals, rather than on our client’s interest in receiving the most favorable execution. b. As of the date of this disclosure document, Adviser does not participate in referral arrangements, and as a result, does not direct client transactions to a particular broker-dealer in return for client referrals. 3. Directed Brokerage a. Adviser does routinely recommend, request, or require that a client direct us to execute transactions through a specified broker-dealer. Not all advisers require their clients to direct brokerage. Adviser and our recommended broker dealers are not affiliated and have no other economic relationship that creates a material conflict of interest. b. Adviser does not permit clients to direct brokerage. c. Adviser combines multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as “block trading” or “batching”). Order Aggregation refers to the purchase or sale of the same securities for several client accounts simultaneously to facilitate best execution and to reduce brokerage commissions or other costs. Adviser makes reasonable best effort to distribute a portion of the shares to participating accounts in a fair and equitable manner. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. When Third-Party managers are used, they may aggregate orders based on their trading practices and systems capabilities. ITEM 13 REVIEW OF ACCOUNTS A. Adviser periodically reviews client accounts and financial plans, on no less than an annual basis by each IAR of the firm. B. Additional reviews of client accounts and financial plans may be triggered by volatile market conditions, changes to client profile information and investment objectives, and any communication by the client of imposed investment restrictions. C. Adviser will provide written reports to Investment Advisory clients on no less than an annual basis. We urge Clients to compare these reports against the account statements 16  they receive from their custodian. ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION A. Adviser may receive economic benefit from non-affiliated third parties of the Adviser, for non- securities related services rendered to our clients. This creates a conflict of interest because Adviser may be incentivized to make investment recommendations based on the relationship with non-affiliated third party, as opposed to recommendations made solely on the client’s best interest. This conflict of interest is mitigated by maintaining records evidencing the suitability of client recommendations, and adequate disclosure made to the client of these economically beneficial arrangements. B. Adviser will, from time to time, enter into agreements with organizations (”Promoters”) that refer clients to Adviser in exchange for compensation. All such agreements will be in writing and comply with the requirements of Federal and State regulations. If a client is introduced to Adviser by a Promoter, Adviser will pay that Promoter a fee. While the specific terms of each agreement may differ, generally, the compensation will be based upon Adviser’s engagement of new clients and is calculated using a varying percentage of the fees paid to Adviser by such clients. Any such fee shall be paid solely from Adviser’s investment management fee and shall not result in any additional charge to the client. Each prospective client who is referred to Adviser under such an arrangement will receive a copy of this brochure and a separate written disclosure document regarding the nature of the relationship between the Promoter and Adviser, and the compensation that will be paid by Adviser to the Promoter. The Promoter is required to obtain the client’s signature acknowledging receipt of Adviser’s disclosure brochure and the Promoter’s written disclosure statement. ITEM 15 CUSTODY Adviser does not accept custody of Client funds except in the instance of withdrawing Client fees. For Client accounts in which Adviser directly debits their advisory fee: a) Each investment management Client establishes a custodial relationship with an independent bank or brokerage firm and opens an investment account in the client’s name that is managed by the Adviser. b) Adviser will send a copy of the invoice to the custodian. c) The custodian will send at least quarterly statements to the Client showing all disbursements for the account, including the amount of the advisory fee. d) The Client will provide written authorization to Adviser, permitting them to be paid directly for their accounts held by the custodian. 17  Clients should receive at least quarterly statements from the broker-dealer, bank or other qualified custodian that holds and maintains the Client's investment assets. Clients should carefully review such statements and compare such official custodial records to the account statements or reports we may provide. ITEM 16 INVESTMENT DISCRETION Adviser maintains discretion over Client accounts with respect to securities to be bought and sold and the number of securities to be bought and sold. Investment discretion is explained to Clients in detail when an advisory relationship has commenced. At the start of the advisory relationship, the Client will execute a Limited Power of Attorney, which will grant our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory contract and signed by the Client. ITEM 17 VOTING CLIENT SECURITIES A. Adviser does not vote client proxies. Clients will receive their proxies and other solicitations directly from their custodian. Clients can contact us at the phone number/email address on the cover page of this brochure with questions about a particular solicitation. ITEM 18 FINANCIAL INFORMATION A. Registered Investment Advisers are required in this Item to provide you with certain financial information or disclosures about our financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to Clients, and we have not been the subject of a bankruptcy proceeding. Adviser does not have custody of Client funds or securities or require or solicit prepayment of more than $1,200 in fees per Client six months in advance. 18