994 GROUP

Item 1 – Cover Page 1207 W. Mary Street, Austin, TX 78704 (512) 853-9597 www.994group.com January 28, 2026 This Brochure provides information about the quali(cid:976)ications and business practices of MJR Financial LLC (“994 Group,” “us,” “we,” “our”). If you have any questions about the contents of this Brochure, please contact us at (512) 853-9597 or via email at pete.markovich@994group.com. The information in this Brochure has not been approved or veri(cid:976)ied by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. information about 994 Group is also available via Additional the SEC’s website www.adviserinfo.sec.gov. You can search this site by using a unique identifying number, known as a CRD number. The CRD number for 994 Group is 289923. The SEC’s web site also provides information about any persons af(cid:976)iliated with 994 Group who are registered, or are required to be registered, as Investment Adviser Representatives of 994 Group. 994 Group is a Registered Investment Adviser. Registration of an Investment Adviser does not imply any level of skill or training. The oral and written communications of an Adviser provide you with information that you may use to determine whether to hire or retain them. 994 Group ADV Part 2A January 26 Page 1 of 23  Item 2 – Material Changes Since our last annual updating amendment on February 13, 2024, we have made the following material changes to the (cid:976)irm:  Our of(cid:976)ice location has moved to 1207 W Mary St, Austin, TX 78704. In the future, this section of the Brochure will discuss only the speci(cid:976)ic material changes that were made to the Brochure and will provide you with a summary of all material changes that have occurred since the last (cid:976)iling of this Brochure. This section will also identify the date of our last annual Brochure update. We will ensure that you receive a summary of any material changes to this and subsequent Brochures within 90 days of the close of our business’ (cid:976)iscal year end, which is December 31st. We will provide other ongoing disclosure information about material changes as they occur. We will also provide you with information on how to obtain the complete brochure. Our Brochure may be requested at any time, without charge, by contacting Pete Markovich at (512) 853-9597. Item 3 – Table of Contents Contents Item 1 – Cover Page ................................................................................................................................................................ 1 Item 2 – Material Changes .................................................................................................................................................... 2 Item 3 – Table of Contents .................................................................................................................................................... 2 Item 4 – Advisory Business Introduction ...................................................................................................................... 5 Services ................................................................................................................................................................................... 5 Asset Management ............................................................................................................................................................. 5 Third-Party Money Managers ....................................................................................................................................... 7 Sub-Adviser ........................................................................................................................................................................... 8 Financial Planning .............................................................................................................................................................. 8 Business Consulting Services ........................................................................................................................................ 9 Assets Under Management ............................................................................................................................................. 9 Item 5 – Fees and Compensation ...................................................................................................................................... 9 Asset Management Fee Schedule ................................................................................................................................. 9 Sub-Adviser ......................................................................................................................................................................... 10 Automatic Payment of Fee ............................................................................................................................................ 10 994 Group ADV Part 2A January 26 Page 2 of 23  Advisor Compensation ................................................................................................................................................... 11 Other Compensation ....................................................................................................................................................... 11 Financial Planning and/or Consulting Fees........................................................................................................... 11 Business Consulting Services ...................................................................................................................................... 12 Third-Party Fees ............................................................................................................................................................... 12 Third-Party Money Managers ..................................................................................................................................... 12 Item 6 – Performance-Based Fee and Side-by-Side Management ..................................................................... 13 Item 7 – Types of Client(s) ................................................................................................................................................. 13 Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss .......................................................... 13 Investment Philosophy and Methods ....................................................................................................................... 13 Fundamental Analysis Method ................................................................................................................................... 13 Modern Portfolio Theory Method .............................................................................................................................. 13 Diversi(cid:976)ication .................................................................................................................................................................... 14 Rebalancing......................................................................................................................................................................... 14 Investment Research Tools ........................................................................................................................................... 14 Investment Vehicles ......................................................................................................................................................... 14 Investment Risks .............................................................................................................................................................. 14 Risks Speci(cid:976)ic to Bonds and Bond Funds ................................................................................................................ 15 Overall Risks ....................................................................................................................................................................... 16 Item 9 – Disciplinary Information .................................................................................................................................. 16 Item 10 – Other Financial Industry Activities and Af(cid:976)iliations ........................................................................... 16 Other Financial Industry Af(cid:976)iliations ........................................................................................................................ 16 Selection of Other Advisers .......................................................................................................................................... 16 Item 11 – Code of Ethics, Participation or Interest in Client Accounts and Personal Trading ............... 17 General Information ........................................................................................................................................................ 17 Participation or Interest in Client Accounts .......................................................................................................... 17 Personal Trading ............................................................................................................................................................... 17 Privacy Statement ............................................................................................................................................................ 18 Con(cid:976)licts of Interest ......................................................................................................................................................... 18 Item 12 – Brokerage Practices.......................................................................................................................................... 19 Factors Used to Select Custodians ............................................................................................................................. 19 Soft Dollars .......................................................................................................................................................................... 19 994 Group ADV Part 2A January 26 Page 3 of 23  Best Execution ................................................................................................................................................................... 20 Brokerage for Client Referrals ..................................................................................................................................... 20 Directed Brokerage .......................................................................................................................................................... 20 Trading .................................................................................................................................................................................. 20 Item 13 – Review of Accounts .......................................................................................................................................... 20 Reviews ................................................................................................................................................................................. 20 Reports ................................................................................................................................................................................. 21 Item 14 – Client Referrals and Other Compensation .............................................................................................. 21 Item 15 – Custody .................................................................................................................................................................. 21 Standing Letter of Authorization ............................................................................................................................... 21 Item 16 – Investment Discretion ..................................................................................................................................... 22 Item 17 – Voting Client Securities ................................................................................................................................... 23 994 Group ADV Part 2A January 26 Page 4 of 23  Item 4 – Advisory Business Introduction Our Advisory Business 994 Group is a registered investment adviser that offers investment advice regarding securities and other (cid:976)inancial services to clients. We provide management services to individuals, high-net-worth individuals, and trusts. We provide our investment advice through Investment Adviser Representatives (“IAR”) associated with us. These individuals are appropriately licensed, quali(cid:976)ied, and authorized to provide advisory services on our behalf. 994 Group was founded in 2017 by Pete Markovich who serves as Chief Compliance Of(cid:976)icer and Managing Member. The Adviser’s principal owners and managing members are Pete Markovich and Kristen LeClair. We are committed to the precept that by placing the clients’ interests (cid:976)irst, we will add value to the asset management process and earn the clients’ trust and respect. We value long-term relationships with our clients whom we regard as strategic partners in our business. Services 994 Group offers investment advice regarding securities, and other (cid:976)inancial services to clients. We provide various asset management and (cid:976)inancial planning services, with an emphasis on building portfolios designed to meet the needs of our clients. Our focus is on helping you develop and execute plans that are designed to build and preserve your wealth. We are available during normal business hours either by telephone, email, or in person by appointment to answer your questions. At this time, we do not participate in a wrap fee program. Asset Management Asset management is the professional management of securities (stocks, bonds, and other securities) and assets (e.g., real estate) in order to meet your speci(cid:976)ied investment goals. With an Asset Management Account, you engage us to assist you in developing a portfolio designed to meet your unique investment objectives. The investments in the portfolio account may include mutual funds, stocks, bonds, ETFs, alternative investments, etc. We will meet with you to discuss your (cid:976)inancial circumstances, investment goals and objectives, and to determine your risk tolerance. We will ask you to provide statements summarizing current investments, income and other earnings, recent tax returns, retirement plan information, other assets and liabilities, wills and trusts, insurance policies, and other pertinent information. Based on the information you share with us, we will analyze your situation and recommend an appropriate asset allocation or investment strategy. Our recommendations and ongoing management are based upon your investment goals and objectives, risk tolerance, and the investment portfolio you have selected. 994 Group ADV Part 2A January 26 Page 5 of 23  We will monitor the account, execute trades as necessary, and communicate with you regularly. Your circumstances will be monitored, at least annually, in account reviews. These reviews will be conducted in person, by telephone conference, and/or via a written inquiry/ questionnaire. We will work with you on an ongoing basis to evaluate your asset allocation as well as rebalance your portfolio to keep it in line with your goals as necessary. We will be reasonably available to help you with questions about your account. We will:  Review your present (cid:976)inancial situation  Monitor and track assets under management  Assist you in setting and monitoring goals and objectives initially and as your situation changes  Provide portfolio statements, periodic rate of return reports, asset allocation statements, and rebalance statements as needed  Advise on asset selection  Provide research and information on performance and fund management changes, and macro-economic trends.  Build and monitor your risk pro(cid:976)ile on an ongoing basis.  Provide personal consultations as necessary upon your request or as needed. You are obligated to notify us promptly when your (cid:976)inancial situation, goals, objectives, or needs change. If we do not receive prompt updates when your (cid:976)inancial situation, goals, objectives, or needs change, we are not able to take those changes into account when providing investment advice. You shall have the ability to impose reasonable restrictions on the management of your account, including the ability to instruct us not to purchase certain mutual funds, stocks or other securities. These restrictions may be a speci(cid:976)ic company security, industry sector, asset class, or any other restriction you request. Under certain conditions, securities from outside accounts may be transferred into your advisory account; however, we may recommend that you sell any security if we believe that it is not suitable for the current recommended investment strategy. You are responsible for any taxable events in these instances. Certain assumptions may be made with respect to interest and in(cid:976)lation rates and the use of past trends and performance of the market and economy. Past performance is not indicative of future results. If you decide to implement our recommendations, we will help you open a custodial account(s). The funds in your account will be held in a separate account, in your name, at an independent custodian, and not with us. We require our clients to use Charles Schwab & Co, Inc. as the quali(cid:976)ied custodian for client account(s). 994 Group ADV Part 2A January 26 Page 6 of 23  Charles Schwab & Co is a member SIPC (“Charles Schwab”), and unaf(cid:976)iliated SEC registered broker- dealer and FINRA member. We are independently owned and operated and not af(cid:976)iliated with Charles Schwab. You will enter into a separate custodial agreement with the custodian which authorizes the custodian to take instructions from us regarding all investment decisions for your account. We will select the securities bought and sold and the amount to be bought and sold, within the parameters of the objectives and risk tolerance of your account. You will be noti(cid:976)ied of any purchases or sales through trade con(cid:976)irmations and statements that are provided by the custodian, either Charles Schwab. These statements list the total value of the account, itemize all transaction activity, and list the types, amounts, and total value of securities held. You will at all times maintain full and complete ownership rights to all assets held in your account, including the right to withdraw securities or cash, proxy voting and receiving transaction con(cid:976)irmations. We manage accounts on a discretionary and non-discretionary basis. If we manage your account on a discretionary basis, then you have given us the authority to determine the following without your pre-approval:  Securities to be bought or sold for the account  Amount of securities to be bought or sold for the account  Broker-dealer to be used for a purchase or sale of securities for your account  Commission rates to be paid to a broker or dealer for your securities transaction. If we manage your accounts on a non-discretionary basis, we need your express consent prior to engaging in any of the activities described above. Consent may not be provided via email, voicemail or any other form of communication in which identity may not be veri(cid:976)ied. No non-discretionary trades will be made without verifying identity. Trading may be required to meet initial allocation targets, after substantial cash deposits that require investment allocation, and/or after a request for a withdrawal that requires liquidation of a position. Additionally, your account may be rebalanced or reallocated periodically in order to reestablish the targeted percentages of your initial asset allocation. This rebalancing or reallocation will occur at least annually or on the schedule we have determined together. You will be responsible for any and all tax consequences resulting from any rebalancing or reallocation of the account. We are not tax professionals and do not give tax advice. However, we will work with your tax professionals to assist you with tax planning. We are available during regular business hours to answer your questions by telephone, email, or in person by appointment. Third-Party Money Managers We may determine that opening an account with a professional third-party money manager is in your best interest. We have access to several approved third-party money managers, who will be employed to manage your account with a separate contract. 994 Group ADV Part 2A January 26 Page 7 of 23  These programs allow you to obtain portfolio management services that typically require higher minimum account sizes outside of the program. The money managers selected under these programs will have discretion to determine the securities they buy and sell within the account, subject to reasonable restrictions imposed by you. Due to the nature of these programs, each of the independent money managers is obligated to provide you with a separate disclosure document. You should carefully review this document for important program-speci(cid:976)ic details, including pricing. Under these programs, we may:  Assist in the identi(cid:976)ication of investment objectives  Recommend speci(cid:976)ic investment style and asset allocation strategies  Assist in the selection of appropriate money managers and review performance and progress  Recommend reallocation among managers or styles within the program  Recommend the hiring and (cid:976)iring of money managers utilized by you. You should read the ADV Part 2 disclosure document of the money manager you select for complete details on the charges and fees you will incur. Sub-Adviser 994 Group partnered with Dimensional Fund Advisors for subadvisor services, a third-party manager option. This option will be presented to High-Net-Worth clients where circumstances require Dimensional Fund Advisors separate account management. Financial Planning We provide services such as investment planning, general (cid:976)inancial planning, income tax planning, education planning, business succession and general business planning, retirement planning, risk management, legacy planning, and life event planning on a (cid:976)lat fee basis for clients whose circumstances require it. Financial planning is a comprehensive relationship that incorporates many different aspects of your (cid:976)inancial status into an overall plan structured to best meet your goals and objectives. The (cid:976)inancial planning relationship consists of face-to-face meetings and ad hoc meetings with you and/or your other advisors (attorneys, accountants, etc.), as necessary. In performing (cid:976)inancial planning services, we typically examine and analyze your overall (cid:976)inancial situation, which may include issues such as taxes, insurance needs, overall debt, credit, business planning, retirement savings, and reviewing your current investment program. Our services may focus on all or only one of these areas depending upon the scope of our engagement with you. It is essential that you provide the information and documentation we request regarding your income, investments, taxes, insurance, estate plan, etc. We will discuss your investment objectives, needs and goals, but you are obligated to inform us of any changes. We do not verify any information obtained from you, your attorney, accountant, or other professionals. If you engage us to perform these services, you will receive a written agreement detailing the services, fees, terms, and conditions of the relationship. You will also receive this Brochure. You are under no 994 Group ADV Part 2A January 26 Page 8 of 23  obligation to implement recommendations through us. You may implement your (cid:976)inancial plan through any (cid:976)inancial organization of your choice. We obtain information from a wide variety of publicly available sources. We do not have any inside private information about any investments that are recommended. All recommendations developed by us are based upon our professional judgment. We cannot guarantee the results of any of our recommendations. Choosing which advice to follow is your decision. If you decide to implement our investment recommendations, we will help you open a custodial account(s). The funds in your account will generally be held in a separate account, in your name, at an independent custodian, and not with us. We require our individual advisory clients to use Charles Schwab as the custodian for client account(s). Where 994 Group provides 321 Nondiscretionary Fiduciary Services to retirement plan sponsors, we may mutually agree with the plan sponsor to open participant accounts at a mutually agreed upon custodian and recordkeeper. Business Consulting Services We provide services such as marketing, leadership, and (cid:976)inancial consulting to small businesses. These services may be or performed for a negotiated (cid:976)lat fee. If you engage us to perform these services, it is essential that you provide the information and documentation we request regarding the relevant aspects of the business. Based upon the services mutually agreed upon, you will be provided a detailed statement of work which will outline duties performed, information needed, and approximate timelines for completion. All recommendations developed as consultants are developed by our own professional judgment, and we cannot guarantee any of the results of our recommendations. Choosing to implement our advice is your decision. Assets Under Management As of December 31, 2025, we provided discretionary asset management services for 779 accounts totaling $243,270,265.24 in assets under management, and 4 non-discretionary accounts totaling $1,387,215.88 in assets under management. Item 5 – Fees and Compensation We provide asset management and (cid:976)inancial planning services for a fee. Either party may terminate the relationship with a thirty (30) day written notice. Upon termination of any account, any prepaid fees that are in excess of the services performed will be promptly refunded to you. Any fees that are due, but have not been paid, will be billed to you and are due immediately. Asset Management Fee Schedule Our minimum account opening balance is $5,000.00, which may be negotiable based upon certain circumstances. The fee charged is based upon the total household account value. Multiple accounts of immediately related family members, at the same mailing address, may be considered one 994 Group ADV Part 2A January 26 Page 9 of 23  consolidated account for billing purposes. Fees are charged quarterly in advance. Clients will be billed each quarter, as agreed upon in Appendix A, based on the previous quarter-end balance of the account(s) under management. For the billing period in which the client account is opened or closed, the Adviser will pro rate fees based on the number of days already elapsed or remaining in the billing period. Fees will be calculated as follows: Tiered Fee Schedule* AUM Fee $0-$499,999.99 1.00% $500,000.00 -$999,999.99 .90% $1,000,000.00 - $1,499,999.99 .80% $1,500,000.00 - $1,999,999.99 .70% $2,000,000.00 - $2,499,999.99 .60% $2,500,000.00 – $4,999,999.99 .50% $5,000,000.00 (+) .40% *Note: The fees shown above are annual fees and may be negotiable based upon certain circumstances. No increase in the annual fee shall be effective without prior written noti(cid:976)ication to the client. 994 Group believes the advisory fee is reasonable considering the fees charged by other investment advisers offering similar services/programs. A (cid:976)lat fee may also be negotiated as long as it does not exceed the fee schedule above. If a (cid:976)lat fee is negotiated, that fee will be listed in the Advisory Agreement and Disclosure Statement. Sub-Adviser Certain clients may pay a separate fee for sub-advisory services. In the case of sub-advisory services, we will provide a contract addendum outlining the additional fee. Our fee schedule is the same regardless of the type of investment selected. Automatic Payment of Fee We require that the Client provide us with written authorization to instruct the custodian to deduct the fees we charge from the Client’s account. Fee withdrawals will occur no more frequently than quarterly from the Client's account, unless the Client speci(cid:976)ically instructs otherwise. The Custodian will send to the Client a statement, on a quarterly basis, indicating all amounts disbursed from the account, including the fee paid directly to 994 Group. 994 Group's access to the 994 Group ADV Part 2A January 26 Page 10 of 23  Assets of the account will be limited to trading and the withdrawals authorized above. Upon request, 994 Group will send to the Client an invoice in addition to the Custodian statement re(cid:976)lecting the amount of the fee, the quarter ending balance for the Client's Account on which the fee was based, and the speci(cid:976)ic manner in which the fee was calculated. Representatives will be available to clients to discuss fees paid to the (cid:976)irm as requested by clients. Advisor Compensation Our investment advisor representatives receive a base salary and a quarterly distribution based upon overall (cid:976)irm (cid:976)inancials. The (cid:976)irm’s (cid:976)inancials are largely dependent upon your and other clients’ assets that we manage. This compensation creates a con(cid:976)lict of interest, because we have an incentive to encourage you to open an account with higher asset balances. We do not have solicitation or referral agreements, so no referral fees are ever earned. Other Compensation Our IARs receive no additional compensation. Financial Planning and/or Consulting Fees 994 Group provides a comprehensive (cid:976)inancial plan for a (cid:976)ixed fee of $1,500-$20,000, which may be negotiable depending upon the nature and complexity of the client's circumstances. An estimate for total hours will be determined at the start of the advisory relationship. Fee to be paid one time, quarterly, or on a negotiated schedule. Investment plans will be presented to you within 90 days of the contract date, provided that all information needed to prepare the investment plan has been promptly provided to us. We do not accept prepayment of more than $500 in fees per client, six months or more in advance. The (cid:976)inancial planning agreement will terminate once you receive the (cid:976)inal plan. The Financial Planning Agreement will show the fee you will pay. If the plan is implemented through us, we may receive compensation from the sale of AUM advisory services recommended in the (cid:976)inancial plan. This compensation would be in addition to the (cid:976)inancial planning fee you pay. The fees and expenses you pay for the purchase of these products may be more or less than the expenses you would pay should you decide to implement our recommendations through another investment advisory (cid:976)irm or broker-dealer and are typically determined by the broker-dealer or investment company sponsoring the product. Therefore, a con(cid:976)lict of interest may exist between our interests and your interests since we may recommend products that pay us compensation. We may have an incentive to recommend particular products based on the potential compensation rather than your needs. This potential con(cid:976)lict is addressed in our Code of Ethics. Based upon your needs, we may also provide consultations throughout the year to advise and counsel you about other (cid:976)inancial issues. We can help you with transition planning, major transaction analysis, coordinated with cash (cid:976)low needs, retirement needs, estate planning needs, income tax planning, life and disability insurance needs, investment needs, and college education planning. 994 Group ADV Part 2A January 26 Page 11 of 23  Business Consulting Services The fee for business consulting services is based on the scope and complexity of the (cid:976)inancial engagement. This fee and the scope of the engagement are agreed to in writing before the engagement begins. Third-Party Fees Our fees do not include brokerage commissions, transaction fees, and other related costs and expenses. You may incur certain charges imposed by custodians, third party investment companies, and other third-parties. These include fees charged by managers, 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 funds, money market funds and exchange-traded funds (ETFs) also charge internal management fees, which are disclosed in the fund’s prospectus. These fees may include, but are not limited to, a management fee, upfront sales charges, and other fund expenses. Certain strategies offered by us may involve investment in mutual funds and/or ETFs. Load and no-load mutual funds may pay annual distribution charges, sometimes referred to as “12(b)(1) fees.” These 12(b)(1) fees come from fund assets, and thus indirectly from clients’ assets. We do not receive any compensation from these fees. All of these fees are in addition to the management fee you pay us. You should review all fees charged to fully understand the total amount of fees you will pay. Services similar to those offered by us may be available elsewhere for more or less than the amounts we charge. Our brokerage practices are discussed in more detail under Item 12 – Brokerage Practices. Third-Party Money Managers We have access to several approved third-party money managers, which may be employed to manage your account with a separate contract. If we determine that opening an account with an institutional third-party money manager is in your best interest, then you will pay a separate asset management fee that will be charged by that manager(s), which will range from 0.15% to 0.29% of assets under management. Third-party money manager fees will be clearly de(cid:976)ined in the contract you sign with the third-party money manager and in the third-party money manager’s ADV Part 2A Brochure. The third-party money managers we recommend will not directly charge you a higher fee than they would have charged without us introducing you to them. Under no circumstances will the combined fees charged by the Adviser and third-party money manager(s) exceed 3% of the client’s(s’) assets under management. To determine the exact amount of the fees you will incur through your relationship with the third- party money manager, you should review the contract you sign with the third-party money manager and the third-party money manager’s ADV Part 2A. All third-party money manager fees, and the separate written disclosures made to you regarding these fees, comply with applicable state statutes and rules. The separate written disclosures that the third-party money manager must provide include: a copy of the third-party money manager’s Form ADV Part 2, all relevant Brochures, and a copy of the third-party money manager’s privacy policy. Third-party money managers establish and maintain their own separate billing procedures over which we have no control. In general, they will directly debit their advisory fees from the client’s(s’) 994 Group ADV Part 2A January 26 Page 12 of 23  managed account and will describe this procedure in their separate written disclosure documents. To better understand the third-party money manager’s billing procedures, you should review the contract you sign with the third-party money manager and the third-party money manager’s separate written disclosure documents. Our fee schedule is the same regardless of the type of investment selected. Item 6 – Performance-Based Fee and Side-by-Side Management We do not charge any performance-based fees. These are fees based on a share of capital gains, or capital appreciation of the assets of a client. Item 7 – Types of Client(s) We provide investment advisory services to individuals, high net worth individuals, small businesses, corporations, non-pro(cid:976)it organizations, and trusts. Our minimum household opening balance is $5,000.00, which may be negotiable based upon certain circumstances. Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss Investment Philosophy and Methods 994 Group believes capital markets are largely ef(cid:976)icient over long term cycles, though shocks, surprises, or external events can cause unpredictable price inef(cid:976)iciency and randomness. Given this market view, we use Fundamental Analysis and Modern Portfolio Theory to structure and manage our client portfolios for their respective time horizons. Fundamental Analysis Method Fundamental analysis is a technique that attempts to determine value by focusing on the underlying data and factors that affect a business, holding, or sector and its prospects for future success. With a consistent, data-driven approach, fundamentals drive decision making and value assessment as opposed to day-to-day price movements. Modern Portfolio Theory Method In general, we assume clients and investors are risk-averse, meaning they prefer a portfolio return with less risk over the same portfolio return with more risk. Modern Portfolio Theory is a technique attempting to maximize potential statistical expected return for a given portfolio with the least amount of risk. Through diversi(cid:976)ication and combining assets with varying correlations to one another, Modern Portfolio Theory aims to eliminate unsystematic (de(cid:976)inition below) risk. 994 Group ADV Part 2A January 26 Page 13 of 23  Diversi(cid:976)ication As a result of our portfolio methods, 994 Group structures portfolios with multiple layers of diversi(cid:976)ication: asset class (stocks, bonds, real estate, cash), asset style (value, growth), asset size (small, medium, large), asset location (U.S., ex- U.S.), term length (short-term, long-term), and credit quality (investment grade, high yield). Rebalancing 994 Group believes that rebalancing is one of the keys to long-term portfolio performance. Rebalancing trims asset classes that have performed well and reallocates those dollars into asset classes that have underperformed on a relative basis. Ultimately, rebalancing is buying low and selling high on a disciplined basis. Rebalancing also helps to keep the overall risk of a portfolio in line with the designed targets for clients. Rebalancing is performed annually or as needed and adheres to percentage drift tolerance ranges for the various investments. Observing percentage tolerance ranges for rebalancing decisions helps to limit transaction costs as well as capital gain generation within client portfolios. We believe that net return (net of trading fees, market movement, and taxes) rather than gross return is a more accurate representation of the performance our clients care most about. As such, when trades are executed in client accounts, we look to capture losses when possible; if not, long-term gains are preferable over short-term gains. Investment Research Tools In order to perform this analysis, we use many resources, such as:  LSA Portfolio Analytics  Ycharts  Annual reports, prospectuses, (cid:976)ilings, and economic commentaries by industry thought leaders Investment Vehicles 994 Group predominantly uses Mutual Funds and Exchange Traded Funds (“ETF”) in client portfolios. Mutual Funds and ETFs are pooled investment vehicles, meaning each ticker symbol provides exposure to numerous securities. The primary difference between the two is the price. The market price of the ETF’s shares may trade at a premium or a discount to their net asset value, unlike a Mutual Fund, which always trades at its net asset value. Investment Risks The following is a list of some general risks associated with investing regardless of implementation structure (ETFs, Mutual Funds, individual security risk)  Country Risk – The possibility that political events (a war, national elections), (cid:976)inancial problems (rising in(cid:976)lation, government default), or natural disasters (an earthquake, a poor harvest) will weaken a country’s economy and cause investments in that country to decline. 994 Group ADV Part 2A January 26 Page 14 of 23   Currency Risk -The possibility that returns could be reduced for Americans investing in foreign securities because of a rise in the value of the U.S. dollar against foreign currencies. Also called exchange-rate risk.  Income Risk – The possibility that a (cid:976)ixed-income fund’s dividends will decline as a result of falling overall interest rates.  Industry Risk – The possibility that a group of stocks in a single industry will decline in price due to developments in that industry.  In(cid:976)lation Risk – The possibility that increases in the cost of living will reduce or eliminate a fund’s real in(cid:976)lation-adjusted returns.  Manager Risk -The possibility that an actively managed mutual fund’s investment adviser will fail to execute the fund’s investment strategy effectively resulting in the failure of stated objectives.  Market Risk -The possibility that stock fund or bond fund prices overall will decline over short or even extended periods. Stock and bond markets tend to move in cycles, with periods when prices rise and other periods when prices fall.  Principal Risk -The possibility that an investment will go down in value, or “lose money,” from the original or invested amount.  Unsystematic Risk – The possibility that one holding, whether company or otherwise, experiences a downturn due to the circumstances of that individual position and not the overall macro economy. Modern Portfolio Theory aims to eliminate unsystematic risk through diversi(cid:976)ication.  Systematic Risk - risk that affects the entire market. Systematic risk is faced by all companies, securities, and investors, and cannot be diversi(cid:976)ied away. Risks Speci(cid:976)ic to Bonds and Bond Funds Bond funds generally have higher risks than money market funds, largely because they typically pursue strategies aimed at producing higher yields such as government, corporate, or municipal bonds. Risks associated with bond funds include:  Call Risk – The possibility that falling interest rates will cause a bond issuer to redeem—or call—its high-yielding bond before the bond’s maturity date.  Credit Risk — the possibility that companies or other issuers whose bonds are owned by the fund may fail to pay their debts (including the debt owed to holders of their bonds). Credit risk is less of a factor for bond funds that invest in insured bonds or U.S. Treasury bonds. By contrast, those who invest in the bonds of companies with poor credit ratings generally will be subject to higher risk. 994 Group ADV Part 2A January 26 Page 15 of 23   Interest Rate Risk — the risk that the market value of the bonds will go down when interest rates go up. Because of this, you can lose money in any bond fund, including those that invest only in insured bonds or Treasury bonds.  Prepayment Risk — the chance that a bond will be paid off early. For example, if interest rates fall, a bond issuer may decide to pay off (or “retire”) its debt and issue new bonds that pay a lower rate. When this happens, the fund may not be able to reinvest the proceeds in an investment with as high a return or yield. Overall Risks Clients need to remember that past performance is no guarantee of future results. All funds carry some level of risk. You may lose some or all of the money you invest, including your principal, because the securities held by a fund go up and down in value. Dividend or interest payments may also (cid:976)luctuate, or stop completely, as market conditions change. While past performance does not necessarily predict future returns, it can tell you how volatile (or stable) a fund has been over a period of time. Generally, the more volatile a fund, the higher the investment risk. If you’ll need your money to meet a (cid:976)inancial goal in the near-term, you probably can’t afford the risk of investing in a fund with a volatile history because you will not have enough time to ride out any declines in the stock market. Diversi(cid:976)ication does not guarantee returns, it is a strategy to aid in managing individual security risk. Item 9 – Disciplinary Information  Registered Investment Advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of us or the integrity of our management. We do not have any information to disclose concerning 994 Group or any of our IARs. We adhere to high ethical standards for all IARs and associates. Item 10 – Other Financial Industry Activities and Af(cid:976)iliations Neither 994 Group nor any of its management persons is registered as a broker-dealer or registered as a representative of a broker-dealer, nor does it have any pending application to register. In addition, neither 994 Group nor its management persons are af(cid:976)iliated with any broker-dealer. 994 Group and its management persons are not registering as a commodity pool operator, futures commission merchant, or commodity trading advisor. Other Financial Industry Af(cid:976)iliations The IARs of 994 Group have no outside business activities and/or af(cid:976)iliations to disclose. Selection of Other Advisers If 994 Group determines that opening an account with a professional third-party money manager is in your best interest, then you will pay an asset management fee to us in addition to a separate asset 994 Group ADV Part 2A January 26 Page 16 of 23  management fee that will be charged by the third-party money manager(s). Details of these fees are/will be described in Item 5 – Fees and Compensation. Item 11 – Code of Ethics, Participation or Interest in Client Accounts and Personal Trading General Information We have adopted a Code of Ethics for all supervised persons of the (cid:976)irm describing the (cid:976)irm’s high standards of business conduct, and (cid:976)iduciary duty to you, our client. The Code of Ethics includes provisions relating to the con(cid:976)identiality of client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of signi(cid:976)icant gifts, the reporting of certain gifts and business entertainment items, and personal securities trading procedures. All of our IARs must acknowledge the terms of the Code of Ethics annually, or as amended. Participation or Interest in Client Accounts Our Compliance policies and procedures prohibit anyone associated with 994 Group from having an interest in a client account or participating in the pro(cid:976)its of a client’s account without the approval of the CCO. The following acts are prohibited:  Employing any device, scheme or arti(cid:976)ice to defraud  Making any untrue statement of a material fact  Omitting to state a material fact necessary in order to make a statement, in light of the circumstances under which it is made, not misleading  Engaging in any fraudulent or deceitful act, practice or course of business  Engaging in any manipulative practices Clients and prospective clients may request a copy of the (cid:976)irm’s Code of Ethics by contacting the CCO. Personal Trading 994 Group may trade securities in our account that we have recommended to you as long as we place our orders after your orders. This policy is meant to prevent us from bene(cid:976)iting as a result of transactions placed on behalf of advisory accounts. Certain af(cid:976)iliated accounts may trade in the same securities with your accounts on an aggregated basis when consistent with our obligation of best execution. When trades are aggregated, all parties will share the costs in proportion to their investment. We will retain records of the trade Order (specifying each participating account) and its allocation. Completed Orders will be allocated as speci(cid:976)ied in the initial trade order. Partially (cid:976)illed Orders will be allocated on a pro rata basis. Any exceptions will be explained on the Order. 994 Group ADV Part 2A January 26 Page 17 of 23  994 Group has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of “Access Persons”. The policy requires that an Access Person of the (cid:976)irm provide the Chief Compliance Of(cid:976)icer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the Chief Compliance Of(cid:976)icer or his/her designee with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date the Adviser selects; provided, however that at any time that the Adviser has only one Access Person, he or she shall not be required to submit any securities report described above. We have established the following restrictions in order to ensure our (cid:976)iduciary responsibilities regarding insider trading are met:  No securities for our personal portfolio(s) shall be bought or sold where this decision is substantially derived, in whole or in part, from the role of IARs of 994 Group, unless the information is also available to the investing public on reasonable inquiry. In no case, shall we put our own interests ahead of yours. Privacy Statement We are committed to safeguarding your con(cid:976)idential information and hold all personal information provided to us in the strictest con(cid:976)idence. These records include all personal information that we collect from you or receive from other (cid:976)irms in connection with any of the (cid:976)inancial services they provide. We also require other (cid:976)irms with whom we deal with to restrict the use of your information. Our Privacy Policy is available upon request. Con(cid:976)licts of Interest 994 Group’s IARs may employ the same strategy for their personal investment accounts as it does for its clients. However, IARs may not place their orders in a way to bene(cid:976)it from the purchase or sale of a security. We act in a (cid:976)iduciary capacity. If a con(cid:976)lict of interest arises between you and us, we shall make every effort to resolve the con(cid:976)lict in your favor. Con(cid:976)licts of interest may also arise in the allocation of investment opportunities among the accounts that we advise. We will seek to allocate investment opportunities according to what we believe is appropriate for each account. We also adhere to the (cid:976)iduciary standards of ERISA for all ERISA accounts. We adhere to the Impartial Conduct Standards which include the “best interest” standard, reasonable compensation, and no misrepresentation of information. We have policies and procedures in place to monitor our adherence to our (cid:976)iduciary obligation. We strive to do what is in the best interests of all the accounts we advise. 994 Group ADV Part 2A January 26 Page 18 of 23  Item 12 – Brokerage Practices Factors Used to Select Custodians In recommending a custodian/broker-dealer, we look for a company that offers relatively low transaction fees, access to desired securities, trading platforms, and support services. We require that our clients use Charles Schwab as the quali(cid:976)ied custodian for their accounts when utilizing our asset management services. Soft Dollars The custodians, Charles Schwab, may provide us with certain brokerage and research products and services that qualify as "brokerage or research services" under the rules. These research products and/or services will assist the IAR in its investment decision-making process. Such research generally will be used to service all of the IAR’s clients, but brokerage commissions paid by the client may be used to pay for research that is not used in managing the client’s account. The account may pay to a broker-dealer a commission greater than another quali(cid:976)ied broker-dealer might charge to affect the same transaction where the IAR determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. Because soft dollar bene(cid:976)its could be considered to provide a bene(cid:976)it to the adviser that might cause the client to pay more than the lowest available commission without receiving the most bene(cid:976)it, they are considered a con(cid:976)lict of interest in recommending or directing custodial and third-party managerial services. 994 Group mitigates these con(cid:976)licts of interest through strong oversight of soft- dollar arrangements by the Chief Compliance Of(cid:976)icer, in order to assure the soft dollar bene(cid:976)its serve the best interests of the client. There may be other bene(cid:976)its from recommending Charles Schwab, or other third party managers such as software and other technology that (i) provide access to client account data (such as trade con(cid:976)irmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from its clients' accounts; and (v) assist with back-of(cid:976)ice functions, recordkeeping and client reporting. Other services may include, but are not limited to, performance reporting, (cid:976)inancial planning, contact management systems, third-party research, publications, access to educational conferences, roundtables and webinars, practice management resources, access to consultants and other third- party service providers who provide a wide array of business-related services and technology with whom 994 Group may contract directly. 994 Group may receive seminar expense reimbursements from product sponsors which may be based on the sales of products to their clients. Soft dollar bene(cid:976)its may be proportionally allocated to any accounts that may generate different amounts of soft dollar bene(cid:976)its. 994 Group ADV Part 2A January 26 Page 19 of 23  Best Execution rates, We have an obligation to seek the best execution for you. In seeking best execution, the determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution, taking into account the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission reputation, and responsiveness. Therefore, we will seek competitive commission rates, but we may not obtain the lowest possible commission rates for account transactions. Brokerage for Client Referrals In selecting and/or recommending broker-dealers, we do not take into consideration whether or not we will receive client referrals from the broker-dealer or a third party. Directed Brokerage We do not permit directed brokerage. We will require you to use Charles Schwab as the custodial (cid:976)irm. Not all (cid:976)irms require that their clients use a particular brokerage (cid:976)irm. Trading Transactions for each client account will be effected independently, unless we decide to purchase or sell the same securities for several clients at approximately the same time. We may (but are not obligated to) combine or “batch” such Orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among our clients’ differences in prices and commission or other transaction costs. Under this procedure, transactions will be price-averaged and allocated among our clients in proportion to the purchase and sale orders placed for each client account on any given day. Transactions placed in an asset management account by a third-party manager will be executed through their broker-dealer or custodian. In determining best execution for these transactions, the third-party manager is looking at whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. While they look for competitive commission rates, they may not obtain the lowest possible commission rates for account transactions. The aggregation and allocation practices of mutual funds and third-party managers that we recommend to you are disclosed in the respective mutual fund prospectuses and third-party manager disclosure documents which will be provided to you. Item 13 – Review of Accounts Reviews Reviews are conducted at least annually or as agreed to by us as the client’s availability and situation warrants. Reviews will be conducted by the primary investment advisor representative listed on the account or (cid:976)inancial plan. You may request more frequent reviews and may set thresholds for triggering events that would cause a review to take place. Generally, we will monitor for changes and 994 Group ADV Part 2A January 26 Page 20 of 23  shifts in the economy, changes to the management and structure of a mutual fund or company in which client assets are invested, and market shifts and corrections. Reports You will be provided with account statements re(cid:976)lecting the transactions occurring in the account on at least a quarterly basis by the custodian. These statements will be written or electronic depending upon what you selected when you opened the account. The custodian will provide you with paper or electronic con(cid:976)irmations for each securities transaction executed in the account. You are obligated to notify us of any discrepancies in the account(s) or any concerns you have about the account(s). Item 14 – Client Referrals and Other Compensation We do not receive any economic bene(cid:976)it from someone who is not a client for providing investment advice or other advisory services to our clients, nor do we directly or indirectly pay any compensation to any non-supervised person if they refer clients to us. Item 15 – Custody We do not have physical custody of any accounts or assets. However, we may be deemed to have constructive custody of your account(s) if we have the ability to deduct your advisory fees from the custodian. We use Charles Schwab as the custodian and/or broker-dealer for all of your accounts. You should receive monthly or quarterly statements from the broker-dealer or custodian that holds and maintains your investment assets, depending on the billing frequency we have agreed upon. We urge you to carefully review such statements and compare this of(cid:976)icial custodial record to the account statements that we may provide to you. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. If you notice any discrepancies, please contact 994 Group. We will not deduct our fee from your advisory account. Instead, we send information to your custodian to debit your fees and to pay them to us. You will authorize the custodian in writing to pay us directly. We require that the client authorize direct deduction of our fee. Upon request, 994 Group will send to the Client an invoice in addition to the Custodian statement re(cid:976)lecting the amount of the fee, the quarter or month ending balance for the Client's Account on which the fee was based, and the speci(cid:976)ic manner in which the fee was calculated. Representatives will be available to clients to discuss fees paid to the (cid:976)irm as requested by clients. The custodian will send statements to you showing all disbursements for your account, including the amount of the advisory fee. Standing Letter of Authorization 994 Group is deemed to have custody of client funds or securities as a result of maintaining standing letters of authorization (SLOA) for the purpose of distributing funds from a client’s account. For those accounts in which we have the ability to initiate distributions from a client’s account, via journal, ACH 994 Group ADV Part 2A January 26 Page 21 of 23  or wire to a third-party, which is an account held in the name of someone other than the client, we will ensure the following conditions have been met in order for us to be in compliance with SEC and State Custody Rules and ensure the safe keeping of our client’s funds: 1. The client provides an instruction to the quali(cid:976)ied custodian, in writing, that includes the client’s signature, the third-party’s name, and either the third-party’s address or the third- party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the quali(cid:976)ied custodian’s form or separately, to direct transfers to the third-party either on a speci(cid:976)ied schedule or from time to time. 3. The client’s quali(cid:976)ied custodian performs appropriate veri(cid:976)ication of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s quali(cid:976)ied custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third-party, the address, or any other information about the third-party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third-party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s quali(cid:976)ied custodian sends the client, in writing, an initial notice con(cid:976)irming the instruction and an annual notice recon(cid:976)irming the instruction. Item 16 – Investment Discretion We manage assets on a discretionary and non-discretionary basis. The decision as to whether to grant discretionary authority is made by you at the time of account opening and is detailed in the Advisory Agreement. Prior to the Adviser assuming discretionary authority, clients must execute the Advisory Agreement. If you have granted us discretionary authority through your Advisory Agreement, this means you have given us the authority to determine the following without your consent:  Securities to be bought or sold for your account  Amount of securities to be bought or sold for your account  Broker-dealer to be used for a purchase or sale of securities for your account  Commission rates to be paid to a broker or dealer for your securities transaction. 994 Group ADV Part 2A January 26 Page 22 of 23  In all cases, however, this discretion is exercised in a manner consistent with your stated investment objectives for your account and in accordance with any restrictions placed on the account(s). When active asset management services are provided on a discretionary basis the client will enter into a separate custodial agreement with the custodian. The custodian agreement will include a limited power of attorney to trade in the client’s account(s) which authorizes the custodian to take instructions from us regarding all investment decisions for your account. When selecting securities and determining amounts, we observe the investment policies, limitations and restrictions you have set. For registered investment companies, our authority to trade securities may also be limited by certain federal securities and tax laws that require diversi(cid:976)ication of investments and favor the holding of investments once made. If you have not given us the authority to manage your account on a discretionary basis, then we cannot trade in your account without your express permission. The third-party money manager and/or custodians may have discretion over your account. The Advisory Agreement and ADV Part 2 of the third-party money manager and the custodial new account documentation will detail this in full. Item 17 – Voting Client Securities As a matter of (cid:976)irm policy and practice, we do not have any authority to and do not vote proxies on behalf of advisory clients. You retain the responsibility for receiving and voting proxies for any and all securities maintained in your portfolios. We may provide advice to you regarding your voting of proxies. The custodian will forward you copies of all proxies and shareholder communications relating to your account assets. Item 18 – Financial Information We are required to provide you with certain (cid:976)inancial information or disclosures about our (cid:976)inancial condition. We have no (cid:976)inancial commitment that would impair our ability to meet any contractual and (cid:976)iduciary commitments to you, our client. We have not been the subject of any bankruptcy proceedings. In no event shall we charge advisory fees that are both in excess of (cid:976)ive hundred dollars and more than six months in advance of advisory services rendered. 994 Group ADV Part 2A January 26 Page 23 of 23