ARLEN CAPITAL, LLC

Form ADV Part 2A Arlen Capital, LLC 117 Metro Center Boulevard, Suite 2006 Warwick, RI 02886 P: 401-854-3500 www.ArlenCorp.com February 26, 2026 This brochure provides information about the qualifications and business practices of Arlen Capital, LLC. If you have any questions about the contents of this Brochure, please contact us at (401) 854-3500 and/or info@arlencorp.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Arlen Capital, LLC also is available on the SEC's website at www.adviserinfo.sec.gov. Any references to Arlen Capital, LLC as a registered investment adviser or its related persons as registered advisory representatives do not imply a certain level of skill or training. 1  Item 2 Material Changes At least annually, this section will discuss only specific material changes that are made to the Brochure and provide you with a summary of such changes. Additionally, reference to the date of the last annual update to this Brochure will be provided. The material changes discussed below are only those changes that have been made to this brochure since the firm's last annual update of the brochure. The date of the last annual update of the brochure was February 11, 2025. Pursuant to SEC Rules, we will ensure that you receive a summary of any material changes to this and subsequent brochures within 120 days of the close of our fiscal year, which is December 31st. We may further provide other ongoing disclosure information about material changes as necessary. Additionally, we will further provide you with a new brochure as necessary based on change or new information, at any time, without charge. Our brochure may be requested free of charge by contacting us at (401) 854-3500 and/or info@arlencorp.com. Additional information about Arlen Capital, LLC is also available via the SEC's website www.adviserinfo.sec.gov. The website also provides information about any persons affiliated with Arlen Capital, LLC who are registered as investment adviser representatives of Arlen Capital, LLC. 2  Item 3 Table of Contents Item 2 Material Changes ........................................................................................................................... 2 Item 3 Table of Contents ........................................................................................................................... 3 Item 4 Advisory Business .......................................................................................................................... 4 Item 5 Fees and Compensation ................................................................................................................ 8 Item 6 Performance-Based Fees and Side-By-Side Management ........................................................... 11 Item 7 Types of Clients ........................................................................................................................... 11 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ...................................................... 11 Item 9 Disciplinary Information ................................................................................................................ 13 Item 10 Other Financial Industry Activities and Affiliations ....................................................................... 13 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................. 14 Item 12 Brokerage Practices ................................................................................................................... 15 Item 13 Review of Accounts .................................................................................................................... 17 Item 14 Client Referrals and Other Compensation .................................................................................. 17 Item 15 Custody ...................................................................................................................................... 18 Item 16 Investment Discretion ................................................................................................................. 18 Item 17 Voting Client Securities .............................................................................................................. 19 Item 18 Financial Information .................................................................................................................. 19 3  Item 4 Advisory Business Arlen Capital, LLC (hereinafter referred to as "Arlen Capital") is an investment advisory firm offering Investment Management and Wealth Planning Services customized to your individual needs. The services are more fully described below. Arlen Capital has been in business since April of 2001. Arlen Capital is a one member LLC wholly owned by Arlen Corporation. Arlen Corporation is owned by Peter A. Sullivan. Arlen Capital offers the following advisory services. As previously stated, each of the services is more fully described below. Investment Management • • Analysis, Recommendation and Monitoring of Third-Party Managed Programs • Wealth Planning Arlen Capital tailors the advisory services it offers to your individual needs. You can impose restrictions and/or limitations on investing in certain securities or types of securities. Our investment advisory services begin with an initial interview and data gathering to determine your individual needs, goals, time horizons and risk tolerance. Additionally, you will be asked to complete a Client Suitability Form (New Account Form). The information gathered by Arlen Capital will assist Arlen Capital to provide you with the requested services and customize the services to your financial situation. Depending on the services you have requested, Arlen Capital will gather various financial information and history from you including, but not limited to: Investment objectives Investment horizon • Retirement and financial goals • • • Financial needs • Cash flow analysis • Cost of living needs • Education needs • Savings tendencies • Other applicable financial information required by Arlen Capital in order to provide the investment advisory services requested. As of December 31, 2025, Arlen Capital has $346,416,598 of discretionary assets under management and $2,403,823 in client assets on a non-discretionary basis. Investment Management Services Vision 2020 Wealth Management Platform - Advisor Managed Portfolios Program The Wealth Management Platform - Advisor Managed Portfolios Program ("Advisor Managed Portfolios") provides comprehensive investment management of your assets through the application of asset allocation planning software. Advisor Managed Portfolios provides risk tolerance assessment, efficient frontier plotting, fund profiling and performance data, and portfolio optimization and re- balancing tools. Utilizing these tools, and based on your responses to a risk tolerance questionnaire ("Questionnaire") and discussions that we have together regarding, among other things, investment objective, risk tolerance, investment time horizon, account restrictions, and overall financial situation, we construct a portfolio of investments suitable for the investor. Arlen Capital primarily uses mutual funds and exchange traded funds (ETFs). However, advice is not limited to mutual funds and ETFs. 4  Arlen Capital has designed six model portfolios. The model portfolios are designed around a risk tolerance centered on volatility sensitivity. 1. Low Volatility Allocation - Investment style is comprised of domestic fixed income, international fixed income, domestic balanced, alternatives and domestic equity funds. 2. Mildly Assertive Allocation - Investment style is comprised of domestic fixed income, international fixed income, domestic balanced, alternatives and domestic equity funds. 3. Moderately Assertive Allocation - Investment style is comprised of domestic fixed income, international fixed income, domestic balanced, alternatives and domestic equity funds. 4. Assertive Allocation Investment style is comprised of domestic fixed income, international fixed income, domestic balanced, domestic equity funds, alternatives and international equity funds. 5. Distribution Methodology - Investment style is comprised of domestic fixed income, international fixed income, domestic balanced, alternatives and domestic equity funds. 6. Lowest Volatility Allocation - Investment style is comprised of domestic fixed income, international fixed income, domestic balanced, domestic equity funds, alternatives and international equity funds. After evaluating your information, Arlen Capital will determine which of its model portfolios would be most suitable for you. From there, Arlen Capital customizes your portfolio allocation taking into consideration your limitations or restrictions, the market and economy at the time and your financial situation, goals and objectives and creates a portfolio allocation customized to you. Arlen Capital will schedule a meeting with you and present the recommended portfolio allocation. Upon your approval, Arlen Capital will implement the portfolio allocation. Arlen Capital will provide continuous and ongoing management of your account. Unless otherwise expressly requested by you, Arlen Capital will manage the account on a discretionary basis and will make changes to the allocation as deemed appropriate by Arlen Capital. Arlen Capital will determine the securities to be purchased and sold in the account and will alter the securities holdings from time to time, without prior consultation with you. Arlen Capital may actively trade securities and hold such holdings for periods of 30 days or less or maintain positions for longer or shorter term periods. If you elect to have your accounts managed on a nondiscretionary basis, no changes will be made to the allocation of your account without prior consultation with you and your expressed agreement. However, Arlen Capital will periodically rebalance your account to maintain the initially agreed upon asset allocation. Arlen Capital does not deem rebalancing as a form of discretion. Transactions in the account, account reallocations and rebalancing may trigger a taxable event, with the exception of IRA accounts, 403(b) accounts and other qualified retirement accounts. Fluctuations in the price of investments are a normal characteristic of securities markets due to a variety of influences. Managed account programs should be considered a long-term investment and thus long-term performance and performance consistency are the major goals. 5  Third Party Manager Programs If Arlen Capital believes you can benefit from the asset management services of a third-party manager, Arlen Capital will refer you to third-party investment management programs with which Arlen Capital has established a relationship. Arlen Capital is not affiliated with any third-party manager. Third party manager programs are used as another way to diversify your portfolio. Arlen Capital will remain your primary investment manager, as outlined in the client agreement between you and Arlen Capital. As such, Arlen Capital will monitor the performance of the third-party management firm. Arlen Capital has made arrangements with Private Capital Management, Inc. ("PCM) to offer an alternative to asset management through a third party managed program. You will enter into an agreement with PCM for asset management services. You should read the third-party manager's disclosure brochure for additional disclosure of its managed program. Arlen Capital is a subadvisor to you and provides advice about your account, suitability of the management services, and periodically, not less than annually, will conduct reviews with you to determine the ongoing suitability of the program. Arlen Capital does not take custody of your assets with the exception of deducting its advisory fees from your account. Arlen Capital will not directly conduct securities transactions on your behalf or participate directly in the selection of the securities to be purchased or sold for your account under management with the third-party manager. Investment decisions are made by the third-party manager in accordance with the agreement between you and the manager. General Information You are advised the investment recommendations and advice offered by Arlen Capital are not legal advice or accounting advice. You should coordinate and discuss the impact of financial advice with your attorney and/or accountant. You are advised that it is necessary to inform Arlen Capital promptly with respect to any changes in your financial situation and investment goals and objectives. Failure to notify Arlen Capital of any such changes could result in investment recommendations not meeting your needs. IRA Rollover Considerations As part of our consulting and advisory services, we provide you recommendations and advice concerning your employer retirement plan or other qualified retirement account. Our recommendations may include you consider withdrawing the assets from your employer's retirement plan or other qualified retirement account and roll the assets over to an individual retirement account ("IRA"). Further, we offer our management services be applied to those funds and securities rolled into an IRA or other account for which we will receive compensation. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset-based fee as described above under Item 5. This practice presents a conflict of interest because persons providing investment advice on your behalf have an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Furthermore, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by us. It is important for you to understand many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of each. 6  An employee will typically have four options: 1. Leave the funds in your employer's (former employer's) plan. 2. Move the funds to a new employer's retirement plan. 3. Cash out and taking a taxable distribution from the plan. 4. Roll the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage it is important you understand the following: 1. Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments. a. Employer retirement plans generally have a more limited investment menu than IRAs. b. Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds. 2. Your current plan may have lower fees than our fees. a. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA. b. You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services. c. It is likely you will not be charged a management fee and will not receive ongoing asset management services unless you elect to have such services. In the event your plan offers asset management or model management, there may be a fee associated with the services that is more or less than our asset management fee. 3. Our strategy may have higher risk than the option(s) provided to you in your plan. 4. Your current plan may offer financial advice, guidance, and/or model management or portfolio options at no additional cost. 5. If you keep your assets titled in a 401k or retirement account, you could potentially delay your required minimum distribution beyond age 72. 6. Your 401k may offer more liability protection than a rollover IRA; each state may vary. a. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so you should consult an attorney if you are concerned about protecting your retirement plan assets from creditors. 7. You may be able to take out a loan on your 401k, but not from an IRA. 8. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home. 9. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 10. Your plan may allow you to hire us as the manager and keep the assets titled in the plan name. It is important that you understand the differences between these types of accounts and to decide whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment adviser representative, or call our main number as listed on the cover page of this brochure. 7  Item 5 Fees and Compensation Vision 2020 Wealth Management Platform - Advisor Managed Portfolios Program We offer Advisor Managed Portfolios with separate advisory fees and transaction charges ("Non-Wrap Account"). As such, in addition to the quarterly account fee described below for advisory services, you will also pay separate per-trade transaction charges. You will pay a quarterly account fee, in arrears on the last business day of the calendar quarter based upon the average daily balance of the portfolio in the preceding calendar quarter. Your account fees are negotiable and will be debited from your account by our custodian. Accounts established during a calendar quarter will pay a prorated portion of the quarterly fee. You will be charged the higher of an annual minimum fee of $2,500 ($625 per quarter) or a fee calculated in accordance with the fee schedule below. You are advised that if you are assessed the minimum fee because your account value is not large enough the minimum fee may be considered excessive in comparison to the account size. You may obtain similar advisory services from another investment adviser for a lower cost. The charging of the minimum fee is subject to the discretion of Arlen Capital. Part of the decision will be based on the complexity of your situation. Account Size $0 to $1,250,000 Annual Fee 1.05% $1,250,000 to $2,750,000 0.93% $2,750,001 to $5,000,000 0.88% $5,000,001 to $10,000,000 0.82% $10,000,001 and above 0.71% Account balances will be aggregated based on household ID to determine appropriate discounts. Assets in those accounts not being charged a fee will not be aggregated. Arlen Capital may change the above fee schedule upon 30-days prior written notice to you. Additional, ancillary fees will apply. In addition to the advisory fees above, you will pay transaction fees for securities transactions executed in your account in accordance with the custodian's transaction fee schedule if client has selected the non-wrap or unbundled account option. Transaction fees are not determined or charged by Arlen Capital. Transaction fees are set and determined by the broker/dealer. Arlen Capital does not share in any portion of the transaction fees. Further, the broker/dealer can change the transaction charges based on their agreement with you. Termination Provisions You may terminate investment advisory services obtained from Arlen Capital, without penalty, upon written notice within five (5) business days after entering into the advisory agreement with Arlen Capital. You will be responsible for any fees and charges incurred from third parties as a result of maintaining the Account such as transaction fees for any securities transactions executed and Account maintenance or custodial fees. Thereafter, you may terminate investment advisory services upon Arlen Capital's receipt of your written notice to terminate. Should you terminate investment advisory services during a calendar quarter, you will be charged a pro-rated portion of the advisory fee up to the date of termination. 8  Arlen Capital Investment Management Services - Closed to New Accounts This fee structure is no longer available to new clients and for existing clients establishing a new account. Investment management services are now offered through Vision 2020 Wealth Management Platform - Advisor Managed Portfolios Program. Fees are negotiable and are not based on a share of capital gains upon or capital appreciation of the funds or any portion of the funds. Fees are billed quarterly in arrears on the last business day of the calendar quarter based upon the average daily balance of the portfolio in the preceding calendar quarter. You will be charged the higher of an annual minimum fee of $2,500 ($625 per quarter) or a fee calculated in accordance with the fee schedule below. You are advised that if you are assessed the minimum fee because your account value is not large enough the minimum fee may be considered excessive in comparison to the account size. You may obtain similar advisory services from another investment adviser for a lower cost. The charging of the minimum fee is subject to the discretion of Arlen Capital. Part of the decision will be based on the complexity of your situation. Account Size $0 to $1,250,000 Annual Fee 0.99% $1,250,000 to $2,750,000 0.91% $2,750,001 to $5,000,000 0.86% $5,000,001 to $10,000,000 0.81% $10,000,001 and above 0.71% Account balances will be aggregated based on family ID to determine appropriate discounts Arlen Capital may change the above fee schedule upon 30-days prior written notice to you. In addition to the advisory fees above, you will pay transaction fees for securities transactions executed in your account in accordance with the custodian's transaction fee schedule. Transaction fees are not determined or charged by Arlen Capital. Transaction fees are set and determined by the broker/dealer. Further, the broker/dealer can change the transaction charges based on their agreement with you. Additionally, you will pay fees for custodial services, account maintenance fees, and other fees associated with maintaining the Account. None of the aforementioned fees are charged by Arlen Capital and are charged by the product, broker/dealer or account custodian. Arlen Capital does not share in any portion of such fees. Furthermore, you will pay your proportionate share of the fund's management and administrative fees and sales charges as well as the mutual fund adviser's fee of any mutual fund they purchase. Such advisory fees are not shared with Arlen Capital and are compensation to the fund-manager. Termination Provisions You may terminate investment advisory services obtained from Arlen Capital, without penalty, upon written notice within five (5) business days after entering into the advisory agreement with Arlen Capital. You will be responsible for any fees and charges incurred from third parties as a result of maintaining the Account such as transaction fees for any securities transactions executed and Account maintenance or custodial fees. Thereafter, you may terminate investment advisory services upon Arlen 9  Capital's receipt of your written notice to terminate. Should you terminate investment advisory services during a calendar quarter, you will be charged a pro-rated portion of the advisory fee up to the date of termination. Disclosures for both Asset Management Programs Advisory fees will generally be collected directly from your account, provided you have given Arlen Capital written authorization. You will be provided with an account statement reflecting the deduction of the advisory fee. If the Account does not contain sufficient funds to pay advisory fees, Arlen Capital has limited authority to sell or redeem securities in sufficient amounts to pay advisory fees. You may reimburse the account for advisory fees paid to Arlen Capital, except for ERISA and IRA accounts. Advisory Representatives of Arlen Capital are dually registered representatives of Osaic Wealth, Inc. (formerly Royal Alliance Associates, Inc.), a registered broker/dealer, member of the Financial Industry Regulatory Authority (FINRA) and SIPC. Advisory Representatives receive trail commissions (i.e. 12b- 1 fees) for a period of time as a result of directing securities transactions through Osaic Wealth. Load and no-load mutual funds pay annual distribution charges, sometimes referred to as 12b-1 fees. 12b-1 fees come from fund assets, therefore, indirectly from your assets. 12b-1 fees are initially paid to Osaic Wealth and a portion passed to the Advisory Representatives. Arlen Capital recommends mutual funds that pay 12b- 1 fees and no-load funds. The receipt of such fees represents an incentive for the Advisory Representatives to recommend funds with 12b-1 fees over funds that have no fees or lower fees. As a result, there is a conflict of interest. Advisory Representatives will not receive 12b-1 fees on any funds in fee-based accounts. 12b-1 fees paid on any funds in fee-based accounts will be credited to the client. Registered investment company securities such as mutual funds, and variable products offer the securities in various share classes. Different share classes are priced differently and have varying levels of internal costs and share classes other than institutional share classes will involve higher internal costs that over time will cost you more. Institutional share classes often have higher trading costs, however, the internal costs of the fund are lower. Over a period of time, share classes other than institutional shares will become more expensive if held in the account for a longer period of time. An advisor needs to consider the amount being invested and the length of anticipated holding to make a decision as to the share class in the best interest of the client. Please read the disclosures under Item 10 below for important information about the advice and recommendations offered by advisory representatives and registered representatives. Advisory Representatives will primarily select institutional share classes when available. Not all funds have an institutional share class and some funds have a threshold that must be satisfied to purchase an institutional share class. However, in selecting the lowest share class, trading costs are sometimes higher. Additional information about share classes can be found in an Investor Alert issued by the Securities and Exchange Commission at https://www.investor.gov/additional-resources/news-alerts/alerts-bulletins/investor-bulletin-mutual-fund- classes and https://www.investor.gov/additional-resources/news-alerts/alerts-bulletins/investor-bulletin- mutual-fund-classes. Additionally, the SEC and FINRA provides investor information at www.sec.gov and www.finra.org. You can purchase the securities recommended by Arlen Capital directly or through other brokers or agents not affiliated with Arlen Capital. Third Party Manager Programs Arlen Capital will be compensated for its advisory services. Arlen Capital will charge an annual fee in accordance with the fee schedule below. The fee will be charged on a calendar quarterly basis in arrears. Accounts established or closed during a calendar quarter will be adjusted for the quarter. 10  Account Value Annual Fee Up to $1,250,000 0.775% $1,250,000 to $2,750,000 0.770% $2,750,000 to $5,000,000 0.650% $5,000,000 to $10,000,000 0.600% Over $10,000,000 0.500% Additionally, the client will pay a fee to the third-party manager and may pay transaction fees, account fees and expenses, custodial fees, and other fees associated with maintaining the account. PCM charges an annual advisory fee. Additional disclosure of fees associated with the third-party manager is disclosed in the third-party manager's Form ADV Part 2A. Arlen Capital does not share in any portion of the fees charged to clients by PCM. Arlen Capital's fee is calculated and deducted from the client's PCM account and remitted to Arlen Capital through Osaic Wealth, Inc. Termination Provisions You may terminate Arlen Capital's service at any time upon Arlen Capital's receipt of your written notice to terminate. To terminate the third-party manager's service you will need to terminate in accordance with the terms set forth in the agreement between you and the third party manager. Item 6 Performance-Based Fees and Side-By-Side Management This section is not applicable to Arlen Capital since Arlen Capital does not charge performance-based fees. Item 7 Types of Clients Arlen Capital's services are geared toward individuals both high net worth and other than high net worth, trusts estates, or charitable organizations, pension and profit-sharing plans, and corporations or other business entities. If you are participating in Investment Management Services, you will be subject to the higher of an annual minimum fee of $2,500 ($625 per quarter) or a fee calculated in accordance with the fee schedule disclosed above under the section Fees and Compensation and Investment Management Services. The charging of the minimum fee is subject to the discretion of Arlen Capital. In deciding whether Arlen Capital will charge the minimum fee, Arlen Capital will consider the complexity of your situation, size of the account, other services in which you participate and whether additional funds and/or securities will be transferred into the account. If you are assessed the minimum fee because the account value is not large enough you are advised the minimum fee may be considered excessive in comparison to the account size. Further, you are advised you may obtain similar advisory services from another investment adviser for a lower cost. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss The methods of analysis and investment strategy used to select the securities are based on a list of industry ratios as follows: 11  Standard Deviation: A gauge of risk that measures the spread of the difference of returns from their average. The more a portfolio's returns vary from its average, the higher the standard deviation. It is important to note that higher than average returns affect the standard deviation just as lower than average returns. Therefore, it is not a measure of downside risk. Downside Deviation / Downside Risk: An alternate measure of risk to standard deviation, the concept of downside risk assumes that each investor has a Minimal Acceptable Return (MAR), and that the investor is only concerned with deviations below this MAR. Unlike standard deviation, if the investor's investment realizes a return above the MAR, then the return is observed as acceptable and should not be indicative of risk. In a downside variance framework, only deviations below the MAR are considered when computing the measure of risk. Sortino Ratio: The Sortino Ratio is similar to the standard Sharpe Ratio, but provides risk-adjusted return information in a different risk framework. The numerator is similar to the standard Sharpe Ratio, except that instead of the risk-free rate, the investor's minimal acceptable return (MAR) is used. Also, where the Sharpe Ratio uses standard deviation in the denominator, the Sortino uses a measure of semi-deviation called Downside Risk. Essentially what the Sortino ratio provides is a measure of how far the manager's returns are above the MAR relative to the amount of Downside Risk he or she is taking. Note that the Sortino Ratio is not the same as the Upside Potential Ratio. The Upside Potential Ratio uses a probability-weighted function of returns. Upside Potential Ratio: The Upside Potential Ratio is a measure of the ability to exceed an investor's minimal acceptable return (MAR) relative to the amount of downside risk he or she is taking. It is the ratio of Upside Potential to Downside Risk. Using the Upside Potential Ratio provides a unitless number that indicates how likely you are to experience returns above the MAR while accounting for the risk of experiencing returns below the MAR. For example, an Upside Potential Ratio of 1.5 means your chances for success (getting a return above the MAR) is 50% higher than your risk of failure (getting a return below the MAR). Omega Excess Return: In downside style analysis, a measure of what did happen that one can compare to what could have happened (excess return), it is calculated by taking the difference of the omega return for the manager and the omega return for the style. Omega Excess Return indicates the excess return the manager achieved after adjusting for the manager's style and downside risk Downside Probability: Downside Probability is, strictly speaking, the probability that a return will fall below the minimal acceptable return (MAR). It does not measure the magnitude of the shortfall; only the probability the return will be lower than the MAR. S&P 500 Index: A broad-based measurement of changes in stock market conditions based on the average performance of 500 widely held common stocks. This index does not contain the 500 largest companies or the most expensive stocks traded in the U.S. While many of the stocks are among the largest, this index also includes many relatively small companies. This index consists of approximately 380 industrial, 40 utility, 10 transportation and 70 financial companies listed on U.S. market exchanges (mostly NYSE issues). It is a capitalization-weighted index (stock price times number of shares outstanding), calculated on a total return basis with dividends reinvested. Inception: January 1970. 12  Russell 1000 Value Index: Represents a segment of the Russell 1000 with a less-than-average growth orientation. Companies in this index have low price-to-book and price-earnings ratios, higher dividend yields and lower forecasted growth values than the Russell 1000 Growth Index. Inception: January 1979. Third Party Manager Analysis: We utilize third party investment advisers. Our analysis of third- party managers involve the examination of the experience, expertise, investment philosophies, and past performance of the third-party managers in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We monitor the manager’s underlying holdings, strategies, concentrations and leverage as part of our overall periodic risk assessment. Additionally, as part of our due-diligence process, we survey the manager’s compliance and business enterprise risks. A risk of investing with a third- party manager who has been successful in the past is that he/she may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a third-party manager’s portfolio, there is also a risk that a manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for our clients. Moreover, as we do not control the manager’s daily business and compliance operations, we may be unaware of the lack of internal controls necessary to prevent business, regulatory, or reputational deficiencies. Arlen Capital does not represent, warrantee or imply that the services or methods of analysis used by Arlen Capital can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to major market corrections or crashes. Past performance is no indication of future performance. No guarantees can be offered that your goals or objectives will be achieved. Further, no promises or assumptions can be made that the advisory services offered by Arlen Capital will provide a better return than other investment strategies. As stated above, Arlen Capital primarily uses mutual funds and ETFs. The risks with mutual funds include the costs and expenses within the fund that can impact performance, change of managers, and fund straying from its objective. Open ended mutual funds do not typically have a liquidity issue and the price does not fluctuate throughout the trading day. ETFs are traded on an exchange. Therefore, their price fluctuates more dramatically than a mutual fund. ETFs in comparison to mutual funds have a shorter history. You are advised investing in securities involves risk of loss, including the potential loss of principal. Therefore, your participation in any of the management programs offered by Arlen Capital will require you to be prepared to bear the risk of loss and fluctuating performance. Item 9 Disciplinary Information There is no reportable disciplinary information required for Arlen Capital or its management persons that is material to your evaluation of Arlen Capital, its business or its management persons. Item 10 Other Financial Industry Activities and Affiliations As previously stated, Advisory Representatives are dually registered as an advisory representative of Arlen Capital and as a registered representative of Osaic Wealth, Inc. ("Osaic Wealth") (formerly Royal Alliance Associates, Inc.). You are under no obligation to purchase or sell securities through your Advisory Representative. However, if you choose to implement advice and recommendations, commissions will be earned in 13  addition to any fees paid for advisory services. Commissions may be higher or lower at Osaic Wealth than at other broker/dealers. Advisory Representatives have a conflict of interest in having you purchase securities and/or insurance related products through Osaic Wealth in that the higher their production with Osaic Wealth the greater potential for obtaining a higher pay-out on commissions earned. Under the rules and regulations of the FINRA, Osaic Wealth has an obligation to perform certain supervisory functions regarding certain activities engaged in by advisory representatives who are also registered representatives of Osaic Wealth. For such supervisory functions, Arlen Capital may pay Osaic Wealth a portion of the advisory fees they receive. Osaic Wealth and Arlen Capital are not affiliated. It is important to understand investment advisers have a fiduciary obligation to provide advice and services through the investment adviser that are in the best interest of the client. However, when advisory representatives act in the capacity of a registered representative, their obligation is to make recommendation and conduct transactions that are suitable to you but are not necessarily in your best interest. Arlen Corporation, the owner of Arlen Capital, is a licensed insurance agency in the state of Rhode Island and is licensed with several insurance companies. Advisory Representatives are licensed life, health, and variable contracts agents. Insurance products are provided to clients for personal, estate and wealth building needs. This activity accounts for approximately 20% of the Advisory Representatives' time. Normal commissions from insurance products are earned and paid by insurance companies to Arlen Corporation when such products are placed directly with their personal clients. Insurance products are often recommended to clients of Arlen Capital to minimize clients' exposure to identified risks. Although clients are under no obligation to purchase insurance products recommended, clients often do purchase such products when the needs arise. For clients of Arlen Capital who do purchase such products causing commissions to be generated, such commissions are paid to Arlen Corporation. Arlen Capital attempts to mitigate the conflicts of interest with the potential receipt of commissions if recommendations are implemented by providing you with these disclosures. Further, you are encouraged to consult other professionals and implement recommendations through other financial professionals. Furthermore, as a registered representative with Osaic Wealth, Advisory Representatives are subject to a supervisory structure at Osaic Wealth for his securities business. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Arlen Capital and its associated persons buy or sell securities identical to those securities recommended to you. Therefore, Arlen Capital and/or its associated persons have an interest or position in certain securities that are also recommended and bought or sold to you. Arlen Capital and its associated persons will not put their interests before your interest. Arlen Capital and its associated persons may not trade ahead of you. Arlen Capital is required to maintain a list of all securities holdings for its associated persons and develop procedures to supervise the trading activities of associated persons who have knowledge of your transactions and their related family accounts at least quarterly. Further, associated persons are prohibited from trading on non-public information or sharing such information. You have the right to decline any investment recommendation. Arlen Capital and its associated persons are required to conduct their securities and investment advisory business in accordance with 14  all applicable Federal and State securities regulations. Code of Ethics Arlen Capital has a fiduciary duty to you to act in your best interest and always place your interests first and foremost. Arlen Capital takes seriously its compliance and regulatory obligations and requires all staff to comply with such rules and regulations as well as Arlen Capital's policies and procedures. Further, Arlen Capital strives to handle your non-public information in such a way to protect information from falling into hands that have no business reason to know such information and provides you with Arlen Capital's Privacy Policy. As such, Arlen Capital maintains a code of ethics for its Advisory Representatives, supervised persons and staff. The Code of Ethics contains provisions for standards of business conduct in order to comply with federal securities laws, personal securities reporting requirements, pre-approval procedures for certain transactions, code violations reporting requirements, and safeguarding of material non-public information about your transactions. Further, Arlen Capital's Code of Ethics establishes Arlen Capital's expectation for business conduct. A copy of our Code of Ethics will be provided to you upon request. Investment Advice Relating to Retirement Accounts When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. In addition, and as required by this rule, we provide information regarding the services that we provide to you, and any material conflicts of interest, in this brochure and in your client agreement. Item 12 Brokerage Practices As previously stated, Advisory Representatives are registered representatives of Osaic Wealth. As a result, they are subject to FINRA Conduct Rule 3040 which restricts them from conducting securities transactions away from Osaic Wealth unless Osaic Wealth provides them with written authorization. Arlen Capital is independently owned and operated and not affiliated with Osaic Wealth. You are advised that not all investment advisers require you to maintain accounts at a specific broker/dealer. You are advised you may maintain accounts at another broker/dealer. However, the services provided by Arlen Capital will be limited to only advice and will not include implementation. If you select another brokerage firm for custodial and/or brokerage services you will not be able to receive asset management services from Arlen Capital. In initially selecting Osaic Wealth, Arlen Capital conducted due diligence. Arlen Capital's evaluation and criteria included ability to service you, staying power as a company, industry reputation, ability to report to you and to them, trading platform, products, and services available, technology resources, and educational resources. 15  Periodically, Arlen Capital will review alternative broker/dealers and custodians in the marketplace to ensure Osaic Wealth is meeting Arlen Capital's duty to provide best execution for your accounts. The review will include a comparison to Osaic Wealth which involves evaluating criteria such as overall expertise, cost competitiveness and financial condition. The quality of execution by Osaic Wealth will be reviewed through trade journal evaluations. However, best execution does not simply mean the lowest transaction cost. Therefore, no single criteria will validate nor invalidate a custodian, but rather, all criteria taken together will be used in evaluating the currently utilized custodian. As part of the acquisition of Osaic Wealth, Reverence Capital Partners / AG Artemis Holdings, L.P., made an investment offering to advisors and associates affiliated with Osaic Wealth. Arlen Corporation participated and continues to participate in this investment. You are advised there is an incentive for Arlen Capital and the Advisory Representatives to recommend a broker/dealer over another based on the products and services that will be received rather than your best interest. Osaic Wealth has a wide range of approved securities products for which Osaic Wealth performs due diligence prior to selection. Osaic Wealth 's registered representatives are required to adhere to these products when implementing securities transactions through Osaic Wealth. Commissions charged for these products may be higher or lower than commissions you may be able to obtain if transactions were implemented through another broker/dealer. Osaic Wealth also provides Advisory Representatives, and therefore the Arlen Capital, with back-office operational, technology, and other administrative support. Other services include consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, and marketing. Such services are intended to help Advisory Representatives and Arlen Capital manage and further develop its business enterprise. Osaic Wealth and the clearing firm, Pershing, LLC also make available to Arlen Capital other products and services that benefit Arlen Capital but do not directly benefit you. Some of these other products and services assist Arlen Capital with managing and administering your accounts. These include software and other technology that provide access to your account data (such as trade confirmation and account statements); facilitate trade execution; provide research, pricing information and other market data; facilitate payment of Arlen Capital's fees from your accounts; and assist with back-office functions; recordkeeping and client reporting. Many of these services generally may be used to service all or a substantial number of Arlen Capital's accounts, including accounts not held through Osaic Wealth. Advisory Representatives as Registered Representatives receive trail commissions (i.e. 12b-1 fees) for a period of time as a result of directing securities transactions through Osaic Wealth. Load and no- load mutual funds pay annual distribution charges, sometimes referred to as 12b-1 fees. 12b-1 fees come from fund assets, therefore, indirectly from your assets. 12b-1 fees are initially paid to Osaic Wealth and a portion passed to the Advisory Representative of record. The receipt of such fees represents an incentive for Advisory Representatives to recommend funds with 12b-1 fees over funds that have no fees or lower fees. As a result, there is a conflict of interest. Block Trading Arlen Capital may aggregate ("bunch") transactions in the same security on behalf of more than one client in an effort to strive for best execution and to possibly reduce the price per share. However, aggregated or bunched orders will not reduce the transaction costs to participating clients. Arlen Capital conducts aggregated transactions in a manner designed to ensure that no participating client is favored over another client. Participating clients will obtain the average price per share for the security executed that day. To the extent the aggregated order is not filled in its entirety and when possible, 16  securities purchased or sold in an aggregated transaction will be allocated on a random basis. Under certain circumstances, the amount of securities can be increased or decreased to avoid holding odd-lot or a small number of shares for particular clients. Item 13 Review of Accounts Investment Management Services Arlen Capital reviews managed accounts at least quarterly. Clients will be invited to participate in a review not less than at least annually. You may request more frequent reviews and may set thresholds for triggering events that would cause a review to take place. Your Advisory Representative will monitor for changes or shifts in the economy, changes to the management and structure of a mutual fund or company in which your assets are invested, and market shifts and corrections. It is very important you notify your Advisory Representative promptly of any changes to your financial goals, objectives or financial situation as such changes may require a review of the portfolio allocation and make recommendations for changes. You will be provided statements at least quarterly direct from the account custodian. Additionally, you will receive confirmations of all transactions occurring direct from the account custodian. Upon your request, Arlen Capital will provide a consolidated report of your managed accounts. You should compare the report with statements received direct from the account custodian. Should there be any discrepancy the account custodian's report will prevail. Wealth Planning Services You will not receive regular reviews unless you request a review. Wealth Planning services are considered completed upon presentation of the analysis. Arlen Capital recommends you have at least an annual review and update to any plans. However, the time and frequency of the reviews is solely your decision. Additionally, you will be charged review fees based on the fee schedule disclosed under the program. Other than the initial plan or analysis, there will be no other reports issued. Item 14 Client Referrals and Other Compensation Arlen Capital does not directly or indirectly compensate any person who is not a supervised person of Arlen Capital for referrals. Further, Arlen Capital does not receive an economic benefit from a non- client for providing investment advice or advisory services to you. Osaic Wealth has provided our Advisory Representatives with funding in the form of a five (5) year forgivable retention-based loan ending 9/6/2024 as incentive to continue our relationship with Osaic Wealth. The loan established a schedule of annual bonus payments to our Advisory Representatives that is based upon continued affiliation with Osaic Wealth and best efforts at maintaining assets and accounts at the firm. At the end of each calendar year, Advisory Representatives will be credited with a bonus equivalent to the principal and interest owing at that time pursuant to the Promissory Note. This is a conflict of interest for our Advisory Representatives to maintain a relationship with Osaic Wealth rather than serving our clients' best interest to move to another broker/dealer that may be more suitable, lower cost, and/or offer services that better serve you. The costs to a client to maintain accounts through Osaic Wealth may be higher or lower than other broker/dealers. To mitigate this conflict of interest, we are providing you with this disclosure. Additionally, Osaic Wealth, Inc. offers incentives to attend certain conferences based on achieving production thresholds. There is no requirement to sell a certain product or amount of a specific product. Qualification for trips and conferences is based on overall production and meeting the production levels determined by Osaic Wealth, Inc. If the thresholds are satisfied, Osaic Wealth, Inc. 17  can cover certain travel and conference costs. Product vendors recommended by Arlen Capital provide monetary and non-monetary assistance with client events, provide educational tools and resources, and assistance with due diligence trips. Arlen Capital does not select products as a result of any monetary or non-monetary assistance. The selection of product is first and foremost. Arlen Capital's due diligence of a product does not take into consideration any assistance it receives. Therefore, this is not considered a conflict of interest but a benefit for you and Arlen Capital. Arlen Capital does not compensate any person or entity for referring business to Arlen Capital. Item 15 Custody Pershing will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other qualified custodian. You will receive account statements from the qualified custodian(s) holding your funds and securities at least quarterly. The account statements from Pershing will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. Standing Letters of Authorization: Arlen Capital does maintain a standing letter of authorization (SLOA) where the funds or securities are being sent to a third party, and the following conditions are met: i. ii. iii. iv. v. vi. vii. The client provides an instruction to the qualified 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. The client authorizes Arlen Capital, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. The client’s qualified custodian performs appropriate verification 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. The client has the ability to terminate or change the instruction to the client’s qualified custodian. Arlen Capital 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. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Arlen Capital maintains records showing that the third party is not a related party of Arlen Capital or located at the same address as Arlen Capital. Item 16 Investment Discretion You may grant Arlen Capital authorization to manage your account on a discretionary basis. You will grant such authority to Arlen Capital by execution of the advisory agreement. You may terminate discretionary authorization at any time upon receipt of written notice by Arlen Capital. Additionally, you are advised that: 1. You may set parameters with respect to when account should be rebalanced and set trading restrictions or limitations; 2. Your written consent is required to establish any mutual fund, variable annuity, or brokerage account; 18  3. Arlen Capital requires the use of the broker/dealer with which your Advisory Representative is registered for sales in commissionable mutual funds or variable annuities, if you elect to implement recommendations through your Advisory Representative; 4. With the exception of deduction of Arlen Capital's advisory fees from the account, if you have authorized automatic deductions, Arlen Capital will not have the ability to withdraw your funds or securities from the account. Item 17 Voting Client Securities Arlen Capital does not vote your securities. Unless you suppress proxies, securities proxies will be sent directly to you by the account custodian or transfer agent. You may contact Arlen Capital about questions you have an opinion on how to vote the proxies. However, the voting and how you vote the proxies is solely your decision. Item 18 Financial Information Arlen Capital will not require you to prepay more than $1,200 and six or more months in advance of receiving the advisory service. 19