Adirondack Capital Advisors, LLC

528 Plum Street, Suite 200 Syracuse, NY 13204 Telephone: 315-434-5597 Facsimile: 315-434-5598 www.adirondackadvisors.com March 17, 2026 FORM ADV PART 2A BROCHURE This brochure provides information about the qualifcations and business practices of Adirondack Capital Advisors, LLC. If you have any questions about the contents of this brochure, contact us at 315-434-5597. The information in this brochure has not been approved or verifed by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Adirondack Capital Advisors, LLC (CRD No. 133305) is available on the SEC's website at www.adviserinfo.sec.gov. Adirondack Capital Advisors, LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the fling of our last annual updating amendment dated March 17, 2025, we have no material changes to report. 2  Item 3 Table Of Contents Item 1 Cover Page Item 2 Material Changes Item 3 Table Of Contents Item 4 Advisory Business Item 5 Fees and Compensation Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Types of Clients Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information Item 19 Requirements for State-Registered Advisers Item 20 Additional Information Page 1 Page 2 Page 3 Page 4 Page 8 Page 11 Page 11 Page 11 Page 13 Page 13 Page 14 Page 15 Page 18 Page 18 Page 18 Page 19 Page 19 Page 19 Page 19 Page 20 3  Item 4 Advisory Business Description of Firm Adirondack Capital Advisors, LLC is a registered investment adviser with the United States Securities and Exchange Commission. We are based in Syracuse, New York. We are organized as a limited liability company under the laws of the State of New York and have been providing investment advisory services since 2003. Patrick J. Dooley and Christopher W. Berg are our principal owners. As used in this brochure, the words "Adirondack", "we," "our," "frm," and "us" refer to Adirondack Capital Advisors, LLC and the words "you," "your," and "client" refer to you as either a client or prospective client of our frm. Also, you may see the term Associated Person used throughout this brochure. Our Associated Persons are our frmms ofcers, employees, and all individuals providing investment advice on behalf of our frm. We are a fee-only investment adviser. Fee-only means we are paid exclusively by our clients and the amounts of all such compensation are fully disclosed to clients in writing. We do not sell products and we do not receive commissions or other remuneration from any source. We do not receive soft dollar compensation or commissions from any outside party. This fee-only arrangement enables our frm to act solely in our clientsm best interests; there is no fnancial incentive, hidden or otherwise, for our frm to operate in any other manner. We provide our clients with a wide range of investment advisory services through our investment management programs, including fnancial planning and counseling, discretionary and non-discretionary investment management services, retirement plan management and consulting services, advisory consulting services, and selection of other advisers. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services based on an analysis of your fnancial situation and individualized needs. Financial Planning & Counseling Services We provide fnancial planning and counseling services including retirement planning, estate planning, college planning, cash fow and debt management, and employment benefts. When discussed and mutually agreed upon by Adirondack and the client, we will provide Financial Planning & Counseling Services regarding the management of the clientms fnancial resources based upon an analysis of the individual clientms needs. The services range from comprehensive fnancial planning to more focused consultations, depending on the needs of each client. Generally, Adirondack conducts a complimentary initial consultation where pertinent information about the clientms fnancial circumstances and objectives is collected. For more comprehensive services, the Firm reviews and analyzes the information provided by the client and then typically ofers a written fnancial plan containing recommendations designed with the intention of achieving the clientms stated fnancial goals and objectives. tWe will use our approach that includes "visualize and plan", "implement, monitor, and adjust", and "live". Each of our Financial Planning and Counseling Services clients participates in this approach. 4  We help clients establish fnancial goals tprimarily retirement timing and income related), and develop plans with the objective of accomplishing these goals. At this time, we will generally address employee benefts tofered through the clientms employer), estate planning, tax planning, debt management, college savings, insurance and other related topics. Financial plans are based on the clientms fnancial situation at the time the plan is presented and are based on the information disclosed by the client to Adirondack. Clients are advised that certain assumptions are made with respect to interest and infation rates, use of past trends and performance of the market and economy. Past performance is in no way an indication of future performance. Adirondack cannot ofer any guarantees or promises that the clientms fnancial goals and objectives will be met. As the clientms fnancial situation, goals, objectives, or needs change, clients are strongly urged to promptly notify the Firm. For our fnancial planning and counseling services, clients are free at all times to accept or reject any or all of our recommendations and clients retain the authority and discretion on whether to implement Adirondackms recommendations. If the client decides to follow the recommendations, the client has the option, but is under no obligation, to request that Adirondack implement such recommendations through the Firmms Investment Management Services. While we may provide recommendations regarding non-investment related matters, such as estate planning, tax planning and insurance we do not serve as a law frm, accounting frm, or insurance agency, and no portion of our services should be construed as legal, accounting, or insurance advice. Accordingly, we do not prepare estate planning documents, tax returns or sell insurance products. To the extent requested by a client, we may recommend the services of other professionals for certain non-investment implementation purposes ti.e. attorneys, accountants, insurance agents, banks, etc.). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation. We are not compensated separately for Financial Planning and Counseling related services. Investment Management Services We provide discretionary asset management and investment advisory services in accordance with your individual investment objectives. If you participate in our discretionary portfolio management services, we require you to grant our frm discretionary authority to manage your account. Discretionary authorization will allow our frm to determine the selection and amount of securities to be purchased or sold for your accountts), the broker or dealer to be used for each transaction, and the commission rates to be paid without obtaining your prior consent or approval. Discretionary authority is typically granted by the investment advisory agreement you sign with our frm, a power of attorney, or trading authorization forms. You may limit our discretionary authority tfor example, limiting the types of securities that can be purchased for your account) by providing us with your restrictions and guidelines in writing. 5  In limited circumstances, we may ofer non-discretionary portfolio management services. If you enter into a non-discretionary arrangement with our frm, we must obtain your approval prior to executing any transactions on behalf of your account. You have an unrestricted right to decline to implement any advice provided by our frm on a non- discretionary basis. We provide continuous advice to a client regarding the investment of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on a clientms particular circumstances are established tvia our fnancial planning and counseling services), we develop a clientms personal investment policy or an investment plan with an asset allocation target and create and manage a portfolio based on this policy and allocation target. During our data-gathering process, we determine the clientms individual objectives, time horizons, risk tolerance, and liquidity needs. We may also review and discuss a clientms prior investment history, as well as family composition and background. Retirement Plan Management and Consulting Services We ofer retirement plan management and consulting services to employee beneft plans, fduciaries, and plan participants based upon the needs of the plan and the services requested by the plan sponsor or named fduciary. In general, these services may include an existing plan review, formulation of the investment policy statement, asset allocation advice, investment management services tfund selection and monitoring), investment performance monitoring, on-going consulting and participant communication and education services. We may also provide model portfolios designed and managed by Adirondack. These portfolios consist of investment vehicles that are otherwise available to individual participants. The models represent diferent allocation strategies and Adirondack will monitor, manage, and rebalance based upon the goals of each model and not according to the individual needs of any participant. All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee beneft plans t"Plan") governed by the Employee Retirement Income Security Act of 1974, as amended t"ERISA"). If the client accounts are part of a Plan, and our frm accepts appointments to provide services to such accounts, our frm acknowledges its fduciary standard within the meaning of Section 3t21) or 3t38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Advisory Consulting Services We ofer consulting services on securities and non-securities related investments that primarily involve advising on specifc fnancial-related topics. The areas we advise on may include the formation of an investment policy statement, portfolio review, pension plan review, third-party manager due diligence and fnancial decision making/negotiation, among others. The process typically begins with a complimentary introduction meeting during which the various services we provide are explained. We will collect pertinent information about your investment objectives and the specifc fnancial areats) to be addressed. As required, we will conduct follow-up interviews for the purpose of reviewing and/or collecting additional fnancial data. Once we understand your concerns and have agreed on the services our frm will provide, we will ofer our guidance and advice on the recommended course of action. 6  Depending on the nature of the advice at issue, we may or may not deliver a written plan to you when we ofer advisory consulting services. In all cases, we require you to acknowledge the limited scope of the engagement in writing. We also require you to hold us harmless from any liability arising out of areas of your fnances which were not reviewed by our frm, or otherwise included, as part of the consulting engagement. Selection of Other Advisers We may recommend that you use the services of a third party money manager t"TPMM") to manage all, or a portion of, your investment portfolio. After gathering information about your fnancial situation and objectives, we may recommend that you engage a specifc TPMM or investment program. Factors that we take into consideration when making our recommendationts) include, but are not limited to, the following: the TPMMms performance, methods of analysis, fees, your fnancial needs, investment goals, risk tolerance, and investment objectives. We will monitor the TPMMts)m performance to ensure its management and investment style remains aligned with your investment goals and objectives. The TPMMts) will actively manage your portfolio and will assume discretionary investment authority over your account. We will assume discretionary authority to retain and terminate the engagement of TPMMts) and/or reallocate your assets to other TPMMts) where we deem such action appropriate. IRA Rollover Recommendations Efective December 20, 2021 tor such later date as the US Department of Labor t"DOL") Field Assistance Bulletin 2018-02 ceases to be in efect), for purposes of complying with the DOLms Prohibited Transaction Exemption 2020-02 t"PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conficts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rulems provisions, we must: • Meet a professional standard of care when making investment recommendations tgive prudent advice); • Never put our fnancial interests ahead of yours when making recommendations tgive loyal advice); • Avoid misleading statements about conficts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conficts of interest. We beneft fnancially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fduciary, we only recommend a rollover when we believe it is in your best interest. 7  Accuracy of Client Information You must promptly notify our frm if your fnancial situation, goals, objectives, or needs change for the purpose of reviewing, evaluating, and/or revising our previous recommendations and/or services. Types of Investments We primarily ofer advice on mutual funds, exchange traded funds t"ETFs"), and individual securities tstocks/bonds). We may also provide advice on warrants, commercial paper, certifcates of deposit, municipal securities, variable products tlife insurance and annuities). Additionally, we may recommend other types of investments since each client has diferent needs and diferent tolerances for risk. We may also advise you on any type of investment held in your portfolio at the inception of our advisory relationship, or on specifc types of investments at your request. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our frm in writing. Wrap Fee Programs We do not participate in wrap fee programs. Assets Under Management As of December 31, 2025, we provide continuous management services for $422,261,355 in client assets on a discretionary basis. Item 5 Fees and Compensation Financial Planning & Counseling Services As stated in Item 4 of the ADV Part 2A, we are not compensated separately for Financial Planning and Counseling related services. Investment Management Services Our fee for investment management services is based on a percentage of your assets we manage and is set forth in the following tiered fee schedule: Assets Under Management First $1 Million Annual Fee 1.00% Next $2 Million 0.75% Over $3 Million 0.50% Our investment management fee is billed and payable quarterly in advance based on the value of your account on the last day of the previous quarter. For the initial quarter of investment management services, the frst quarterms fees will be calculated on a pro rata basis, which means the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending on individual client circumstances. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and 8  other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. We will send you an invoice for the payment of our advisory fee or we will deduct our fee directly from your account through the qualifed custodian holding your funds and securities. We will do so only when the following requirements are met: • You provide our frm with written authorization permitting the fees to be paid directly from your account held by the qualifed custodian. We do not have access to your funds for our fees without your consent in writing; • We will send an invoice to the qualifed custodian indicating only the amount of the fee to be paid by the qualifed custodian; • The qualifed custodian agrees to send you a statement, at least quarterly, indicating all amounts dispersed from your account including the amount of the advisory fee paid directly to our frm. Either party may terminate the investment management agreement upon 30-daysm written notice to the other party. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. We encourage you to reconcile our invoices with the statementts) you receive from the qualifed custodian. If you fnd any inconsistent information between our invoice and the statementts) you receive from the qualifed custodian please call our main ofce number located on the cover page of this brochure. Retirement Plan Management and Consulting Services Our fee for pension consulting services is based upon assets under management and on the following fee schedule: Assets Under Management Up to $ 1 million Annual Fee 0.50% Next $9 million 0.25% Over $10 million 0.10% Our fee is billed and payable quarterly in arrears based on the market value of the plan assets under our advisement on the last day of the previous quarter. In our discretion, retirement plan consulting fees may be negotiable. Either party may terminate the retirement plan consulting agreement upon 30-daysm written notice to the other party. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will 9  incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Advisory Consulting Services We charge either a fxed fee or an hourly fee for advisory consulting services. Our hourly fee ranges from $250 - $400 depending on the complexity of the engagement. This fee is billed to you and payable as it is incurred, based on the services we are providing. We also ofer fxed fees for these services, based on our hourly rate and the projected hours the services will require. The type and amount of fees charged will be negotiated on a case-by-case basis and are based on the complexity of your fnancial situation and the scope of services to be provided. An estimate of the total cost will be determined at the start of the advisory relationship. In limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, we will notify you and may request that you pay an additional fee. In all cases, the agreed upon fee and fee paying arrangement will be clearly set forth in the executed agreement. Either party may terminate the consulting agreement by providing written notice to the other party. You will incur a pro rata charge for services rendered prior to the termination of the agreement. Upon termination of the engagement, all fees are promptly due and payable. Refunds are not applicable as fees are payable in arrears. Selection of Other Advisers Advisory fees charged by TPMMs are separate and apart from our advisory fees. Assets managed by TPMMs will be included in calculating our advisory fee, which is based on the fee schedule set forth in the investment management services section in this brochure. Advisory fees that you pay to the TPMM are established and payable in accordance with the brochure provided by each TPMM to whom you are referred. These fees may or may not be negotiable. You should review the recommended TPMM's brochure and take into consideration the TPMM's fees along with our fees to determine the total amount of fees associated with this program. You may be required to sign an agreement directly with the recommended TPMM(s). You may terminate your advisory relationship with the TPMM according to the terms of your agreement with the TPMM. You should review each TPMM's brochure for specific information on how you may terminate your advisory relationship with the TPMM and how you may receive a refund, if applicable. You should contact the TPMM directly for questions regarding your advisory agreement with the TPMM. Additional Fees and Expenses Our advisory fees, as described above, are exclusive of, and in addition to, other fees that you may incur, including, but not limited to, the following types of fees: custody and transaction, legal, accounting, and mutual funds and exchange traded fundsm internal investment expenses. The custodian holding your funds and securities may, on occasion and solely at their discretion, charge fees to you for other services you request in addition to the compensation they receive for custodial services tsuch as wire transfers or bill pay fees) provided to you. Also, it is the current practice of certain custodians to charge a "fat" transaction fee to the client on trades, including those executed at other brokers. We do not share in any portion of these additional fees. Refer to the Brokerage Practices section below for additional disclosures on this topic. 10  As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange traded funds. The fees that you pay to our frm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds tdescribed in each fundms prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You may also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our frm, and others. For information on our brokerage practices, please refer to the Brokerage Practices section of this brochure. Item 6 Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a clientms account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Our fees are calculated as described in the Advisory Business section above, and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Item 7 Types of Clients We ofer investment advisory services to individuals, pension and 401tk) plans, trusts, estates, charitable organizations, corporations and other business entities. In general, we require a minimum of $250,000 to open and maintain an advisory account. At our discretion, we may waive this minimum account size. For example, we may waive the minimum if you appear to have signifcant potential for increasing your assets under our management. We may also combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Investment Management Adirondack Capital invests each clientms assets in accordance with the clientms individual needs. Prior to initially investing, clients are provided with a suggested portfolio that is representative of the portfolio that will be utilized. Adirondackms long-term investment strategy is the cornerstone of our investment advisory recommendations. 11  Nonetheless, our investment strategies and advice may vary depending upon each clientms specifc fnancial situation. As such, we determine recommendations and allocations based upon your predefned objectives, risk tolerance, time horizon, fnancial horizon, fnancial information, liquidity needs, and other various suitability factors. Your restrictions and guidelines may afect the composition of your investment portfolio. The specifc selection of investments is based on internal analysis. We utilize fundamental analysis of with a focus on asset allocation and diversifcation. Adirondack Capital will use a combination of actively managed and index-based mutual funds and index-based exchange traded funds tETFs) as the most commonly recommended types of securities for accounts where we serve as the discretionary investment manager. As with any equity and fxed income security, investment return and principal value of an investment will fuctuate so that a clientms shares, when sold or redeemed, may be worth more or less than the original cost. All retirement plan consulting and management services shall be in compliance with the applicable state laws regulating these services. This applies to client accounts that are retirement or other employee beneft plans t"Plan") governed by the Employee Retirement Income Security Act of 1974, as amended t"ERISA"). If the client accounts are part of a Plan, and our frm accepts appointments to provide services to such accounts, our frm acknowledges its fduciary standard within the meaning of Section 3t21) or 3t38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Tax Disclosures Our strategies and investments may have unique and signifcant tax implications. However, unless we specifcally agree otherwise, and in writing, tax efciency is not our primary consideration in the management of your assets. Nonetheless, regardless of your account size or any other factors, we recommend that you consult with a tax professional prior to and throughout the investing of your assets. Your custodian will default to the FIFO tFirst-In First-Out) accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, please provide written notice to our frm immediately and we will alert your account custodian of your individually selected accounting method. Decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. You understand that our investment recommendations for your account are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be proftable. We cannot ofer any guarantees or promises that your fnancial goals and objectives will be met. Past performance is in no way an indication of future performance. 12  Recommendation of Particular Types of Securities As disclosed under the Advisory Business section above, we primarily ofer advice on mutual funds, ETFs, and individual securities tstocks/bonds). Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specifc risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Nonetheless, you should be advised of the following risks when investing in these types of securities: There are numerous ways to measure the risk of equity securities talso known as "equities" or "stock"). In very broad terms, the value of a stock depends on the fnancial health of the company issuing it. However, stock prices can be afected by many other factors including, but not limited to: the class of stock tfor example, preferred or common); the health of the market sector of the issuing company; and, the overall health of the economy. In general, larger, well established companies t"large cap") tend to be safer than smaller start-up companies t"small cap") but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Corporate debt securities tor "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the fnancial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Mutual funds and ETFs are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities or any combination thereof. The fund will have a manager that trades the fundms investments in accordance with the fundms investment objective. While mutual funds and ETFs generally provide diversifcation, risks can be signifcantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage ti.e., borrows money) to a signifcant degree, or concentrates in a particular type of security ti.e., equities) rather than balancing the fund with diferent types of securities. ETFs difer from mutual funds since they can be bought and sold throughout the day like stock and their price can fuctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Item 9 Disciplinary Information Adirondack Capital Advisors, LLC has been registered and providing investment advisory services since 2005. Neither our frm nor any of our Associated Persons has any disciplinary information. Item 10 Other Financial Industry Activities and Affiliations We have not provided information on other financial industry activities and affiliations because we do not have any relationship or arrangement that is material to our advisory business or to our clients with any of the types of entities listed below. 1. broker-dealer, municipal securities dealer, or government securities dealer or broker; 13  2. investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or "hedge fund," and offshore fund); 3. other investment adviser or financial planner; 4. futures commission merchant, commodity pool operator, or commodity trading adviser; 5. banking or thrift institution; 6. accountant or accounting firm; 7. lawyer or law firm; 8. insurance company or agency; 9. pension consultant; 10.real estate broker or dealer; and/or 11.sponsor or syndicator of limited partnerships. Recommendation of Other Advisers We may recommend that you use a third party money manager t"TPMM") based on your needs and suitability. We will receive compensation from the TPMM for recommending that you use their services. These compensation arrangements present a confict of interest because we have a fnancial incentive to recommend the services of the third party adviser. You are not obligated, contractually or otherwise, to use the services of any TPMM we recommend. We do not have any other business relationships with the recommended TPMMts). Refer to the Advisory Business section above for additional disclosures on this topic. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We have adopted a Code of Ethics that sets the standard of conduct expected to comply with applicable securities laws. Our goal is to protect your interests at all times and to demonstrate our commitment to our fduciary duties of honesty, good faith, and fair dealing with you. We adhere strictly to these guidelines. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, nonpublic information about you or your account holdings by persons associated with our frm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions Neither our frm nor any of our Associated Persons has any material fnancial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Practices Our frm or persons associated with our frm may buy or sell for their personal accounts the same securities that we recommend to you or securities in which you are already invested t"Recommended Securities"). A confict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this confict of interest, it is our policy that neither our frm nor any of our Associated Persons shall have priority over your account in the purchase or sale of securities. We have also adopted a written Code of Ethics designed to prevent and detect personal trading activities that may interfere or be in confict with client interests, as discussed above in this section. 14  Notwithstanding the above, our Associated Persons may purchase or sell publicly traded mutual funds for their own accounts which are included within the Recommended Securities. Since purchases or sales of such investments do not afect their market values, clients are not advised of these transactions. Our Associated Persons may also purchase or sell ETFs for their own accounts which are included within the Recommended Securities. We have determined that our Associated Personsm ETF transactions are of insignifcant size in relationship to the total value of the ETF, and therefore these transactions do not afect the value of your ETF holdings. The personal securities trading disclosure requirements of our Code of Ethics are not applicable to: ti) direct obligations of the government of the United States; tii) money market instruments, bankersm acceptances, bank certifcates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; tiii) shares issued by mutual funds or money market funds; and tiv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Item 12 Brokerage Practices We recommend the brokerage and custodial services of Charles Schwab & Co., Inc. t"Schwab" or "custodian"). Your assets must be maintained in an account at a "qualifed custodian," generally a broker-dealer or bank. In recognition of the value of the services the Custodian provides, you may pay higher commissions and/or trading costs than those that may be available elsewhere. We seek to recommend a custodian/broker that will hold your assets and execute transactions on terms that are, overall, the most favorable compared to other available providers and their services. We consider various factors, including: • Capability to buy and sell securities for your account itself or to facilitate such services. • The likelihood that your trades will be executed. • Availability of investment research and tools. • Overall quality of services. • Competitiveness of price. • Reputation, fnancial strength, and stability. • Existing relationship with our frm and our other clients. Research and Other Soft Dollar Benefts We do not have any soft dollar arrangements. Economic Benefts As a registered investment adviser, we have access to the institutional platform of your account custodian. As such, we will also have access to research products and services from your account custodian and/or other brokerage frm. These products may include fnancial publications, information about particular companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our frm in the performance of our investment decision-making responsibilities. Such research products and services are provided to all investment advisers that utilize the institutional services platforms of these frms, and are not considered to be paid for with 15  soft dollars. However, you should be aware that the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. Schwab Advisor Services Schwab Advisor Services tformerly called Schwab Institutional) is Schwabms business serving independent investment advisory frms like us. They provide us and our clients with access to its institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our clientsm accounts while others help us manage and grow our business. Schwabms support services are generally available on an unsolicited basis twe do not have to request them) and at no charge to us. Services that Beneft ou Schwabms institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a signifcantly higher minimum initial investment by our clients. Schwabms services described in this paragraph generally beneft you and your account. Services that May Not Directly Beneft ou Schwab also makes available to us other products and services that beneft us but may not directly beneft you or your account. These products and services assist us in managing and administering our clientsm accounts. They include investment research, both Schwabms own and that of third parties. We may use this research to service all or some substantial number of our clientsm accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • provide access to client account data tsuch as duplicate trade confrmations and • account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; • provide pricing and other market data; facilitate payment of our fees from our clientsm accounts; and • assist with back-ofce functions, recordkeeping and client reporting. Schwab may provide some of these services itself. In other cases, it will arrange for third- party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third partyms fees. Schwab may also provide us with other benefts such as occasional business entertainment of our personnel. Our Interest in Schwab's Services The availability of these services from Schwab benefts us because we do not have to produce or purchase them. These services may give us an incentive to recommend that you maintain your account with Schwab based on our interest in receiving Schwabms services that beneft our business rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a potential confict of interest. We believe, however, that our selection of Schwab as 16  custodian and broker is in the best interests of our clients. It is primarily supported by the scope, quality and price of Schwabms services tbased on the factors discussed above – see "The Custodian and Broker We Use") and not Schwabms services that beneft only us. We do not believe that maintaining our clientms assets at Schwab for services presents a material confict of interest. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Directed Brokerage We routinely recommend that you direct our frm to execute transactions through Schwab. Not all advisers require their clients to direct brokerage. As such, we may be unable to achieve the most favorable execution of your transactions and you may pay higher brokerage commissions than you might otherwise pay through another broker- dealer that ofers the same types of services. In limited circumstances, and at our discretion, some clients may instruct our frm to use one or more particular brokers for the transactions in their accounts. If you choose to direct our frm to use a particular broker, you should understand that this might prevent us from aggregating trades with other client accounts or from efectively negotiating brokerage commissions on your behalf. This practice may also prevent our frm from obtaining favorable net price and execution. Thus, when directing brokerage business, you should consider whether the commission expenses, execution, clearance, and settlement capabilities that you will obtain through your broker are adequately favorable in comparison to those that we would otherwise obtain for you. Block Trades With limited exception, we will generally combine multiple orders for shares of the same securities purchased for discretionary client accounts tcommonly referred to as "block trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the accounts participating in the block trade, but is not based on account performance or the amount or structure of our management fees. However, the following factors may justify an allocation that deviates from this general rule: • specifc allocations may be chosen based upon an accountms existing positions in securities; • specifc allocations may be chosen because of the cash availability of one or more particular accounts; • specifc allocations may be chosen based on a partial fll of a block trade; • specifc allocations may be chosen for tax reasons. When we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of any transaction costs. Accounts owned by our frm or persons associated with our frm may participate in block trading with your accounts; however, they will not be given inferior or preferential treatment. Our frm receives no additional compensation or remuneration of any kind as a result of the aggregation of client trades. 17  As described above, we generally combine multiple orders for shares of the same securities purchased for discretionary client accounts; however, we generally do not combine orders for non-discretionary accounts. Accordingly, non-discretionary accounts may pay diferent costs than discretionary accounts pay. If you enter into a non- discretionary account management arrangement with us, we may not be able to buy and sell the same quantities of securities for you and you may pay higher commissions, fees, and/or transaction costs than clients who enter into discretionary arrangements with our frm. Item 13 Review of Accounts Patrick J. Dooley, President/Chief Compliance Ofcer/Chief Executive Ofcer and Christopher W. Berg, Managing Director will monitor your accounts as part of an on-going process while regular account reviews are conducted at least annually to ensure the advisory services provided to you and your portfolio management are consistent with your stated investment needs and objectives. You are encouraged to discuss your needs, goals, and objectives with our frm, and to keep us informed of any changes in this information. Additional reviews may be conducted at your request, or based on various circumstances, including, but not limited to, signifcant contributions and withdrawals to the account, changes in economic conditions, security specifc events, and/or, changes in your risk/return objectives. You will receive transaction confrmation notices and regular summary account statements, at least quarterly, directly from your account custodian. Item 14 Client Referrals and Other Compensation Charles Schwab & Co., Inc - Institutional We receive an economic beneft from Schwab in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Schwab. We beneft from the products and services provided because the cost of these services would otherwise be borne directly by us, and this creates a confict. You should consider these conficts of interest when selecting a custodian. These products and services, how they beneft us, and the related conficts of interest are described above tsee Item 12—Brokerage Practices). Refer to the Brokerage Practices section above for disclosures on research and other benefts we may receive resulting from our relationship with Schwab. We do not compensate any individual or frm for client referrals. Item 15 Custody We do not take custody of your funds or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualifed custodian. We may have the authority to deduct our advisory fees from your account at the qualifed custodian, but only where you have previously consented to such direct deduction of advisory fees in writing. 18  As paying agent for our frm, your independent custodian may directly debit your accountts) for the payment of our advisory fees. This authority to deduct our advisory fees from your accounts causes our frm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. You will receive account statements from the independent, qualifed custodiants) holding your funds and securities at least quarterly. The account statements from your custodiants) will indicate the amount of our advisory fees deducted from your accountts) each billing period. You should carefully review account statements for accuracy. You should compare the invoices and reports you receive from our frm with the statements your account custodian provides to reconcile the information refected on each statement. If you have a question regarding your account statement, or if you did not receive a statement from your custodian, contact us immediately at the telephone number on the cover page of this brochure. Item 16 Investment Discretion Before we can buy or sell securities on your behalf, you must frst sign our discretionary management agreement, a power of attorney, and/or trading authorization forms. You may grant our frm discretion over the selection and amount of securities to be purchased or sold for your accountts), the broker or dealer to be used for each transaction, and over the commission rates to be paid without obtaining your consent or approval prior to each transaction. You may specify investment objectives, guidelines, and/or impose certain conditions or investment parameters for your accountts). For example, you may specify that the investment in any particular stock or industry should not exceed specifed percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specifc industry or security. Refer to the Advisory Business section above for more information on our discretionary management services. If you enter into non-discretionary arrangements with our frm, we will obtain your approval prior to the execution of any transactions for your accountts). You have an unrestricted right to decline to implement any advice provided by our frm on a non- discretionary basis. Item 17 Voting Client Securities Without exception, we will not vote proxies on behalf of your advisory accounts. Item 18 Financial Information Our frm does not have any fnancial condition or impairment that would prevent us from meeting our contractual commitments to you. We do not take physical custody of client funds or securities, or serve as trustee or signatory for client accounts, and, we do not require the prepayment of more than $1,200 in fees six or more months in advance nor have we fled a bankruptcy petition at any time in the past ten years. Therefore, we are not required to include a fnancial statement with this brochure. Item 19 Requirements for State-Registered Advisers We are a federally registered investment adviser; therefore, we are not required to respond to this item. 19  Item 20 Additional Information our Privacy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any non-afliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees, who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confdentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our frm. Thereafter, we will deliver a copy of our privacy policy notice to you on an annual basis. Contact us at the telephone number on the cover page of this brochure if you have any questions regarding this policy. Trade Errors In limited circumstances, we may make an error in submitting a trade on your behalf. In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. If a trade error results in a loss, we will reimburse you or otherwise ensure that your account is made whole. Where the trading error results in a gain, you have the option of retaining the gain or refusing the gain if, for example, the gain creates an unfavorable tax situation. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. 20