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FORM ADV PART 2A

Zenith Wealth Partners (CRD 304732), brochure dated September 30, 2026. Text extracted from the firm's SEC Form ADV Part 2 brochure.

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Item 1. Cover Page 2400 Market Street, Suite 216 Philadelphia, PA 19103 Form ADV Part 2A – Firm Brochure 484-278-1559 www.networthzenith.com September 30, 2026 This Brochure provides information about the qualifications and business practices of Zenith Solutions, Inc., “Zenith Wealth Partners”, “Zenith”, “Advisor”, or “We”. If you have any questions about the contents of this Brochure, please contact us at 484-278-1559. 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. Zenith Solutions, Inc. is registered as an Investment Adviser with the Securities and Exchange Commission (SEC). Registration of an Investment Adviser does not imply any level of skill or training. Additional information about Zenith is available at www.adviserinfo.sec.gov, using the firm’s identification number, 304732. Item 2: Material Changes Since the last annual update of this brochure on March 17, 2026 we have updated Item 5: Fees and Compensation and Item 8: Methods of Analysis, Investment Strategies and Risk of Loss. Future Changes From time to time, we may amend this Disclosure Brochure to reflect changes in our business practices, changes in regulations, and routine annual updates as required. Either this complete Disclosure Brochure or a Summary of Material Changes shall be provided to each Client annually and if a material change occurs in the business practices of Zenith Solutions, Inc.. At any time, you may view the current Disclosure Brochure online at the SEC's Investment Adviser Public Disclosure website at http://www.adviserinfo.sec.gov by searching for our firm name or by our CRD number 304732. You may also request a copy of this Disclosure Brochure at any time, by contacting us at 484-278-1559. 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 ......................................................................................... 12 Item 7: Types of Clients ................................................................................................... 12 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ............................................... 12 Item 9: Disciplinary Information .......................................................................................... 16 Item 10: Other Financial Industry Activities and Affiliations ......................................................... 16 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................ 17 Item 12: Brokerage Practices ............................................................................................. 18 Item 13: Review of Accounts .............................................................................................. 21 Item 14: Client Referrals and Other Compensation .................................................................... 21 Item 15: Custody ............................................................................................................ 21 Item 16: Investment Discretion ........................................................................................... 22 Item 17: Voting Client Securities ......................................................................................... 22 Item 18: Financial Information............................................................................................ 22 Item 4: Advisory Business Description of Advisory Firm Zenith Solutions, Inc. is registered as an Investment Adviser with the Securities and Exchange Commission (SEC). Zenith was founded in May 2019 as an LLC and converted to a Corporation in August 2022. Zenith first became registered to perform advisory business in July 2019. Jason M. Ray, Chelsea Ranson-Cooper and James Ray are the principal shareholders of Zenith, although James Ray is not involved in any of the firm’s advisory activities. Partheev Shah is a minority shareholder and serves as the firm’s CCO. Zenith reports $141,005,571 in discretionary assets under management, and $9,960,953 in non-discretionary assets under management, both as of December 31, 2025. Types of Advisory Services Clients retain Zenith to provide wealth planning services to the client in accordance with the packages set forth below. Financial Planning Services Project-Based Financial Plan: This service involves working individually with a Client to define their financial positions and provide a framework for future financial decision-making. We research and deliver helpful advice on the different options available to the client. In exchange for a one-time fee, the Client receives deliverables to illustrate their financial position and advice on future action, along with at least 2 meetings with a Zenith wealth advisor. Estate Planning: At the direction of the Client, Zenith will help facilitate the creation of estate planning documents on the Clients behalf. The Client will have a final review of all documents produced and is responsible for the completeness and accuracy of information used to prepare any estate planning documents. Zenith’s responsibility is to ensure the estate planning documents are prepared in a manner consistent with the Client's intention. On the Client’s behalf, the Adviser will utilize the services of a third-party estate planning firm to draft and execute all estate planning documents. Zenith will work with the Client to ensure all necessary information is gathered to complete the service in a timely manner. The Client will be directly mailed a physical copy of all completed documents and has the option to share electronic documents for storage with Zenith. Financial consultation: This service consists of a hands-on wealth planning session offered at a fixed fee agreed upon at the beginning of the work. Ongoing wealth planning: By paying a one-time or periodic fee, Clients will be taken through our planning process to develop and implement their plan. In general, the wealth plan will address various areas of concern. The Client and Zenith will work together to select specific areas to cover. Many of the services require Clients to provide information to complete the following areas of analysis: net worth, goal setting, cash flow, investments, business planning, employee benefits, tax planning, retirement planning, college savings, insurance, and estate planning. Clients will receive an electronic report with a detailed plan designed to achieve their objectives. Clients will be engaged on a periodic basis to review this plan and adjust to ensure accuracy, ongoing appropriateness, and effectiveness. If a follow-up meeting is required, Zenith will meet at the Client's convenience. Investment Management Services: Zenith is also in the business of managing individually tailored savings and long-term investment portfolios. Our firm provides continuous advice to a Client regarding the investment of Client funds based on the individual plans and needs of the Client. Through the net worth focused planning sessions and additional conversations, we develop a Client's personal investment policy with an asset allocation target to create and manage a portfolio based on that policy and allocation targets. We will also review and discuss a Client’s prior investment history, as well as family composition and background. Savings Portfolios: We create low-risk, short term income focused savings portfolios for clients who want to increase the level of yield in their cash savings. These portfolios are more risky than a bank savings account, however less risky than our long term focused investment portfolios. Held Away Accounts: We provide an additional service for accounts not directly managed by our firm where we do not have discretion. We will regularly review the current holdings and available investment options in these accounts, monitor the accounts, and provide recommendations to the Client with regards to rebalancing and implementing our strategies as necessary. Account supervision is guided by the stated Investment Policy Statement and plan of the Client (e.g., maximum capital appreciation, growth, income, or growth, and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Use of Independent Managers Zenith may select certain Independent Manager(s) to actively manage a portion of its clients' assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement between the designated Independent Manager and either Zenith or the client. In addition to this brochure, clients also receive the written disclosure documents of the designated Independent Manager(s) engaged to manage their assets. Zenith does not receive compensation from any such Independent Manager(s). Zenith evaluates various information about the Independent Manager(s) it chooses to manage client portfolios. The Firm generally reviews a variety of different resources, which may include the Independent Managers' public disclosure documents, materials supplied by the Independent Manager(s) themselves, and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers' investment strategies, past performance and risk results in relation to its clients' individual portfolio allocations and risk exposures. Zenith also takes into consideration each Independent Manager's management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other related factors. Zenith continues to provide services relative to the discretionary selection of the Independent Manager(s). On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Manager(s) by reviewing the summary account statements and trade confirmations produced by the Financial Institutions, as well as other performance information furnished by the Independent Manager(s) and/or other third-party providers. Zenith seeks to ensure the Independent Managers' strategies and target allocations are aligned with its clients' investment objectives and overall best interests. We assist Clients in selecting an appropriate allocation model, interacting with the Independent Manager(s) and reviewing the Independent Manager(s). Our review process and analysis of Independent Manager(s) is further discussed in Item 8 of this Brochure. Additionally, we will meet with the Client on a periodic basis to discuss changes in their personal or financial situation, suitability, and any new or revised restrictions to be applied to the account. Direct Private Investments Zenith offers services on evaluating and investing client assets in private equity, real estate, and private credit options. This service is available either as an add-on to Investment Management or as a standalone service. Zenith agrees to identify, complete due diligence on, and present for client approval unique investment opportunities. Unless otherwise agreed to in writing, the client will retain discretion and in writing must approve each investment upon receiving Zenith’s diligence. Zenith will complete the work during a designated investment period. If no investment period is noted, Zenith will complete the work described in six (6) months from the time an agreement is executed. The total investable pool of assets allocated by the client for private investments will be noted in an investment policy statement along with the client’s specific investment criteria. Business Planning Services Clients retain Zenith to provide business planning services to the client in accordance with the menu of options listed below. Each client engagement is customized based on their business’s needs, complexity, and desired timeline for completion. Ongoing Business Planning: Our ongoing engagement tiers are designed to provide the right support for entrepreneurs and businesses at various stages of growth. Advice is offered on growth strategies, cash flow projections, operational budgets and scenario analysis. Project-Based Business Planning: One-time engagements that address a specific business need. Commons areas of support include fundraising planning, financial projections, business valuations and retirement plan setup. These are often in service of the business’s growth aspirations or in preparation for third-party investors. Underwriting: Zenith conducts deep due diligence, offering financial analysis, market landscape assessments, suggest security structuring and intellectual property reviews to help investors make informed decisions. We help present opportunities to stakeholders and assess portfolio fit. Retirement Plan Consulting Our firm provides retirement plan services to employer plan sponsors on an ongoing basis. Generally, such services consist of assisting employer plan sponsors or plan named fiduciaries in establishing, monitoring, and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising could include: design of investment policy statement, investment review and recommendations, fee analysis, participant education, and vendor searches and analysis. In providing retirement plan services, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly-traded REITs), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). Certain plans and/or clients that we may provide services to are regulated under the Employee Retirement Income Securities Act of 1974 (“ERISA”). We will provide employee benefit plan services to the plan sponsor and/or fiduciaries as described above for the fees set forth in Item 5 of this brochure. The services we provide are advisory in nature. We are not subject to any disqualifications under Section 411 of ERISA. In performing fiduciary services, we are acting as a fiduciary of the plan as defined in Section 3(21)(A)(ii) under ERISA. Speaking Engagements / Educational Workshops We may provide speaking engagements and educational workshops for groups seeking general advice on various areas of personal finance. These sessions are purely educational in nature and do not involve the sale of any investment products. Information presented will not be based on an individual’s need, nor does Zenith provide individualized investment advice to attendees during these sessions. Topics covered during these sessions will be determined by the client and Zenith. Client Tailored Services and Client Imposed Restrictions Zenith offers the same suite of services to all of our Clients. However, specific Client financial plans and their implementation are dependent upon the Client Investment Policy Statement which outlines each Client’s current situation (income, tax levels, and risk tolerance levels) and is used to construct a Client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets of the Client. Wrap Fee Programs Zenith does not provide investment management services through a Wrap Fee Program. Item 5: Fees and Compensation Agreements may be terminated by the Client within five (5) business days of signing the contract without incurring any advisory fees or penalties. How Zenith is paid depends on the type of advisory service we are performing. Please review the fee and compensation information below. Refunds to clients who paid by electronic funds transfer will be issued via the same third-party payment processor the client used to pay their fees. Refunds to all other clients will be issued via check. Project-Based Financial Plan: $2,000 - $10,000 - this service collects fees from clients at the beginning of defined work. Estate Planning: The fee for preparation will be up to $3,000 based on the type of estate plan selected by the client (will, trust, etc.) and complexity of arrangement such as needing to complete a deed transfer. The fees may be negotiable in certain cases, will be agreed upon and due at the start of the engagement . In the case that a Client’s estate planning documents cannot be completed as planned and must be directed to another attorney, all fees will be refunded. Estate planning processes initiated by clients, but unfinished in a timely manner because Clients did not provide adequate documentation will not be refunded. Financial Consultation: $550 - Zenith will provide the client with a quote before the session and fees will be collected at the beginning of the consultation. Ongoing Wealth Planning: Fees for this service are paid in advance and range from $4 00 to $1,000 per month. Payment frequency can be modified to quarterly upon client request. Once an individual client has at least $500,000 in assets under management or a couple has $750,000 assets under management, clients only pay an asset-based fee schedule. These rates are based on complexity and needs of the client. For ongoing wealth planning clients that require intensive onboarding, a one-time onboarding fee may be required. These rates can be used to quote a client for one-time financial planning and advisory services. The fee is negotiable. Fees for this service may be paid by electronic funds transfer, direct debit from managed account(s), credit card, or check. This service may be terminated with 30 days’ notice. Upon termination of the agreement, the fee will be prorated, and any unearned fee will be refunded to the Client. Investment Management Services Our standard advisory fee is based on quarter-end market value of assets under management and is calculated as follows: Account Value Annual Investment Advisory Fee $0 - $1,000,000 1.00% $1,000,001 - $5,000,000 0.80% $5,000,001 - $10,000,000 0.60% $10,000,001 and Above Customized For Clients with at least $10,000,000 in assets under management, the starting point for the annual investment advisory fee is 0.60% and is customized based on several factors, including but not limited to: amount of assets under management, complexity of asset allocation, and the desire for investments that require intensive due diligence (such as private investments, socially responsible investments, etc.). The value of private investments we assist in placing our clients into is included in the total account value our asset-based fee is calculated on unless contracted as a separate mandate and fee schedule. The annual fees are negotiable, are pro-rated, and paid in advance on a quarterly basis. The advisory fee is a blended tiered fee and is calculated by assessing the percentage rates using the predefined levels of assets as shown in the above chart and applying the fee to the account value as of the last day of the quarter. Zenith will not bill an amount above $1,200 more than 6 months in advance for investment advisory or savings portfolio fees. No increase in the annual fee shall be effective without agreement from the Client by signing a new agreement or amendment to their current advisory agreement. Advisory fees are directly debited from Client accounts, or the Client may choose to pay by check. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee based on the amount of time remaining in the billing period. An account may be terminated with written notice at least 30 calendar days in advance. Upon termination of the account, any unearned fee will be refunded to the Client. Advice on held away accounts is offered at no additional cost to Investment Management clients. If Zenith utilizes an Independent Manager (described in Item 4 above), the above fee schedule does not include the Independent Manager’s fee. The Independent Manager’s advisory fees, billing schedule, and payment procedures are set forth in their separate written disclosure documents, advisory agreements, and/or the account opening documents. At no point will the combined fee charged to the Client exceed 3% of assets under management. There are no compensation differentials passed on to the Client when an Independent Manager is used. Direct Private Investments Zenith will complete the work during a designated investment period. If no investment period is noted, Zenith will complete the work described in six (6) months from the time an agreement is executed. The total investable pool of assets allocated by the client for private investments will be noted in an investment policy statement along with the client’s specific investment criteria. The standard fee for this work during the initial investment period is calculated as follows: Investable Assets Annual Investment Advisory Fee $0 - $500,000 Customized $500,001 - $2,500,000 2.75% $2,500,001 - $5,000,000 2.25% $5,000,0001 and Above Customized Custom fees are based on several factors, including but not limited to: amount of investments to be made, desire for investments that require intensive due diligence (such as private investments, socially responsible investments, etc.). Following the completion of an initial investment period, an annual advisory fee of 1.50% is charged for ongoing management, annual reporting, and strategic portfolio adjustments. The annual fees are negotiable, pro-rated, and paid in advance on a quarterly basis. The investments are valued one time per year by June 30th after which point the values are fixed for billing purposes. This relationship may be terminated at any time with written notice of at least 30 calendar days. Accounts terminated in the middle of an engagement will be refunded at a prorated rate according to the uninvested balance. Savings Portfolio For clients exclusively seeking cash management services or setting up operating reserve accounts separate from an investment portfolio, Zenith has a Savings Portfolio service. This service is recommended for clients with at least $250,000 in investible cash. The fee for this service is a flat 0.4 0% with no tiers. Business Planning Services Fees for Business Planning Services vary as each engagement is customized to fit each client’s needs. Fees for this service range from $600 to $1,500 per month depending on size and complexity of the Client’s business. Once a client engaging in our services designed for solo business owners has $750,000 in assets under management or clients engaging in services for a business with more than $1 million in operating revenue have $1,500,000 in assets under management, clients only pay an asset-based fee. Zenith also delivers project-based advice to help clients with financial modeling, financial resiliency, investment policy creation, endowment planning, and other one-time engagements requested by clients to advance their financial strength. Engagements often have a custom scope tailored to the client’s specific need and is pre-authorized by the client as part of the agreement process. The fees are custom to each engagement and embedded into the pre-approved scope of work. In cases where a project requires further customization and/or requires dedicated support outside of the original project scope, a Client can opt to have Zenith work at pre-determined hourly rates. ($250 per hour for services provided by a junior analyst; $500 per hour for services provided by a Senior Director). Hours must be pre-approved by the Client and are invoiced based on actual time spent. Fixed fees will be billed in advance of the initiation of the engagement. Hourly fees will be billed in arrears at the end of each month. Fees are negotiable in certain circumstances. Upon termination of the agreement, the fee will be prorated based on the work completed, and any unearned fee will be refunded to the Client. Retirement Plan Consulting The fee is based on a percentage of Plan assets and is negotiable. The annualized fee is based on the following fee schedule: Plan Assets Annual Investment Advisory Fee $0 - $250,000 1.00% $250,001 - $2,500,000 0.80% $2,500,001 - $10,000,000 0.60% $10,000,001 and Above Customized The annual advisory fee is paid monthly in arrears based on the average daily balance of the Client’s account. The advisory fee is a straight tier. For example, the monthly fee is determined by the following calculation: ($2,000,000 x 0.80%) (1/12) = $1,333.33 This does not include fees to other parties, such as record keepers, custodians, or third-party administrators. Zenith relies on the valuation as provided by Client’s custodian in determining assets under management. Our advisory fee is prorated for any partial billing periods occurring during the engagement, including the initial and terminating billing periods. Speaking Engagements / Educational Workshops Fees range from $500 to $5,000 per speaking engagement or educational workshop. The fee is based on the content, amount of research conducted, amount of hours of preparation needed, and the number of attendees. The fee for speaking engagements or workshops is due at the time of signing the Agreement. Zenith offers its services in a virtual or in-person setting. Should the event require travel arrangements, both parties must agree to the terms of travel (i.e., cost, distance, hotel arrangements) at the start of the engagement. Fees are payable by electronic funds transfer, Credit Card, or Check. A full refund will be issued if the speaking engagement or educational workshop is not delivered. For partially-completed services in a multi-session series, a prorated refund will be issued based on the number of sessions delivered. Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the Client. Clients may incur certain charges imposed by custodians such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. Private equity funds also charge management fees and performance fees, which are disclosed in the fund’s subscription documents. These management fees are exclusive of and in addition to our fee, and we shall not receive any portion of these commissions, fees, and costs. Item 12 further describes the factors that we consider in selecting or recommending broker-dealers for Client’s transactions and determining the reasonableness of their compensation (e.g., commissions). We do not accept compensation for the sale of securities or other investment products including asset-based sales charges or service fees from the sale of mutual funds. CCR Section 260.238(j) Disclosure Please note, lower fees for comparable services may be available from other sources. Item 6: Performance-Based Fees We do not offer performance-based fees and do not engage in side-by-side management. Item 7: Types of Clients We provide financial planning and investment management services to individuals, high net-worth individuals, small businesses, and charitable organizations. Zenith does not have a minimum account size requirement, or any other requirements for opening or maintaining an account. Ethic (used as an Independent Manager) has a $250,000 minimum account size requirement. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis We begin our investment process by evaluating risk rather than return. Before making any recommendation, we assess three things: the risk a client is willing and able to accept, the risk actually present in the client's current holdings, and the risk needed to meet the client's stated objectives: funding an individual's or family's goals such as retirement, or funding an organization's spending policy and mission over the long term. Where these measures are inconsistent, we resolve that difference before changing the portfolio. Once objectives and risk parameters are set, we use long-term capital market assumptions (published, industry-standard projections of expected return, volatility, and correlation across major asset classes) to determine an asset allocation intended to deliver the return a client needs for the risk the client can bear, and we build the portfolio from that allocation. At the security, fund, and manager level, we rely primarily on fundamental analysis: financial statements, business quality, industry position, and management strength for individual issuers; investment process, portfolio construction, performance history, and cost structure for funds, strategies, and third-party managers. Macroeconomic and cyclical conditions inform our long-term asset allocation views rather than short-term trading decisions. We apply a consistent, multi-factor scoring framework to evaluate holdings and funds on an ongoing basis, considering performance relative to benchmark and peer group, risk-adjusted return, cost, and the soundness of the underlying investment process. We place holdings or funds that score poorly on a watch list and may replace them; this review recurs on a regular schedule rather than only at initial construction. For clients who wish to align their investments with particular values, faith-based, or mission-related objectives, we apply independent, third-party values-based screening to our security selection process, at the individual holding level through industry leading impact data aggregation and scoring platforms. We do not attempt to time the market or predict short-term price movements, consistent with our view that markets are generally efficient and that consistently outperforming them through short-term trading is not reliable. Low-cost, broadly diversified index-based strategies form the core of our approach as a result, as discussed below. We maintain trading discretion over client accounts and review our trading policies throughout item 8. Investment Strategies Our investment strategies involve selecting the most efficient investment vehicle available that satisfies our due diligence standards and the client's individual mandate: in practice, broad, low-cost index-based exposure for most of the portfolio, with active management, direct indexing, and alternative investments layered in selectively. Customization to individual client mandates. We apply this same standard approach and due diligence process to every client, and customize the specific vehicles used to reflect that client's mandate: tax status, a values-based or faith-based screening requirement, a concentrated position, or an institutional spending policy. The specific funds, index strategies, or other vehicles held may therefore differ across client portfolios even though all are managed under the same overall approach and ongoing review. Core indexing with selective active management. For each asset class, we generally use the lowest-cost vehicle capable of satisfying a client's mandate, typically a broad-market index fund or exchange-traded fund ("ETF"). Where a mandate requires screening or diversification that index funds or ETFs cannot adequately provide, we use actively managed mutual funds or other vehicles built for that purpose instead, applying the same due diligence standards described above. We also use active management selectively within fixed income and certain international and emerging-market allocations, where we believe it has a more consistent record of adding value net of fees. Individually held bonds. Where a client's tax profile favors it, we may build a bond ladder of individually held municipal bonds rather than using a fund, matching maturities to the client's cash flow needs and tax situation. We also use structured notes for certain clients to serve three specific purposes: providing a defined loss buffer during critical years when sequence of returns risk is highest, generating cash flow when traditional bond exposure does not meet a client's income needs, and offering a known range of outcomes that supports long-term investment discipline during volatile markets. Direct indexing. Where appropriate, we select managers that hold individual securities that make up an index directly in a client's own account rather than through a fund, to apply values-based screening at the holding level, manage concentrated positions (including employer stock), and, in taxable accounts, pursue tax-loss harvesting. We reduce a client's fund-based index exposure proportionally when direct indexing is used, so that market exposure is not duplicated. Alternative investments. For clients whose liquidity needs, time horizon, and governance or personal circumstances support it, we evaluate alternative investment funds, including private credit, real estate, private equity, and venture capital, through the same due diligence process described above, applied to the manager and structure rather than to a publicly traded security. For some clients, we work to evaluate individual, direct private investments that are in the places the client cares about. Use of Independent Managers. For certain client mandates, most often narrow, values-based mandates requiring specialized expertise we do not have in-house, we engage an unaffiliated third-party investment adviser (an "Independent Manager") to manage a portion of a client's portfolio, typically a single asset class or sleeve rather than the account as a whole. We select and monitor Independent Managers using the same due diligence process described above, applied to the manager's experience, investment philosophy, and performance history across market conditions. Tax and cost management for taxable accounts. For taxable Individual & Family accounts, we manage tax impact on an ongoing basis: locating holdings in the account type that treats them most efficiently, and pacing realized capital gains against an internal budget so gains are recognized deliberately rather than concentrated in a single period. Spending-policy-driven allocation for tax-exempt accounts. For generally tax-exempt Endowment & Foundation accounts, these tax-management considerations do not apply. Allocation instead is driven by the return required to sustain the organization's spending policy alongside inflation, and any transition reflects that long-term horizon rather than tax considerations. Governance, transition, and ongoing management. We document target allocations and ranges in an Investment Policy Statement adopted by the client (or, for institutional clients, their board or investment committee) before implementation, and rebalance when a portfolio moves outside its documented tolerance ranges. New portfolios and significant changes are generally implemented in phases to manage transition costs and, where relevant, tax consequences, and our fund and holdings scoring framework is re-applied on the same regular, recurring basis thereafter. Risk of Loss Investing in securities involves risk of loss, including loss of principal, and clients should be prepared to bear that risk. No strategy or method of analysis, including ours, can guarantee a profit or eliminate that risk, and past performance does not guarantee future results. Material risks associated with our methods of analysis and investment strategies include the following. Market risk. The value of a portfolio will fluctuate with overall market conditions and can decline even when its underlying securities are otherwise sound. Because our core strategies capture broad market returns rather than avoid declines, portfolios generally participate in downturns to the same degree they participate in gains. Equity and concentration risk. Equity securities are generally more volatile than fixed income securities, and a portfolio with a large position in a single security, sector, or fund will fluctuate more than a more diversified one. Small- and mid-cap company risk. Broad-market index exposure includes smaller companies. Securities of smaller companies are typically more volatile and less liquid than those of larger companies and carry a comparatively greater risk of business failure. Fixed income, interest rate, and credit risk. Fixed income values generally fall when interest rates rise, more so for longer maturities, and carry credit risk (the risk that an issuer fails to pay). Where we use active fixed income strategies, they also carry the risk that the manager's positioning underperforms its benchmark. Direct indexing and tracking risk. Direct Indexing portfolios are built from individual securities rather than a pooled fund, because of this performance will diverge from the target index. That divergence is the direct result of exclusions applied at the client's direction, tax-driven trading decisions, position limits, and transaction costs, and we treat it as an expected and intentional trade-off rather than an error. Values-based screening risk. Excluding or including securities on values, faith-based, or mission-related criteria narrows a portfolio's investable universe and shifts its sector and security weightings relative to an unscreened benchmark, which can cause performance to differ (favorably or unfavorably) from that benchmark in any period. Third-party values-based screening data and ratings vary by provider, are not subject to a uniform industry standard, and can change without notice. Alternative investment risk. Alternative investments are generally illiquid, may offer limited transparency into their holdings or valuation, may require multi-year capital commitments and restrict withdrawals, typically carry higher fees and less regulatory oversight than traditional investments, and can involve complex and delayed tax reporting and the loss of the entire amount invested. Investment company (fund) risk. When a client's account holds mutual funds or ETFs, the client indirectly bears a proportionate share of that fund's own internal fees and expenses in addition to our advisory fee, and the portfolio is affected by the losses and investment risks of the fund's underlying holdings, including any use of leverage or derivatives by the fund. Municipal bond risk. Municipal bonds generally pay a lower stated rate than taxable bonds, reflecting the value of their tax-exempt status, which should be evaluated on an after-tax basis relative to taxable alternatives. Like other fixed income securities, they carry interest rate, credit, call, reinvestment, and liquidity risk, and a bond ladder of individually held municipal bonds concentrates a client's exposure among the specific issuers selected rather than diversifying across an index or fund. Structured note risk. Structured notes are debt obligations of the issuing bank or broker-dealer, with a return linked to an underlying reference asset, index, or basket. They carry the credit risk of the issuing institution in addition to the risk of the underlying reference asset, can have complex payoff structures that cap upside or fail to fully protect principal, and are priced and valued by the issuer rather than in an open market. Structured notes typically have little or no secondary market, so a client who sells before maturity may receive a price well below the note's stated value, and their tax treatment can be more complex than that of a conventional bond. Independent Manager risk. When we engage an Independent Manager to manage a portion of a client's portfolio, we do not control that manager's day-to-day investment decisions and rely on its own experience and processes. An Independent Manager who has been successful in the past may not replicate that success going forward, may deviate from its stated mandate or strategy, and, because we do not control its internal business or compliance operations, we may not become aware of gaps in its controls until they affect a client's account. Manager, model, and data risk. Our analysis and scoring rely on historical performance data and independent, third-party research. This data reflects what is available at the time of evaluation and will be updated as new information emerges. Our analysis is an input into an ongoing process, not a fixed conclusion, and we revisit scores and rankings on a regular basis as market conditions, manager behavior, and underlying data evolve. A strategy or manager that scores favorably today is assessed against current information, and we expect our views to develop as that information set grows. Trading, cost, and tax risk. Rebalancing, fund or manager replacement following our periodic review, and, in taxable accounts, tax-loss harvesting, each generate transaction costs and, outside tax-exempt accounts, realized capital gains, both of which reduce net returns. Pacing gain recognition against an internal budget can also leave a taxable portfolio outside its target allocation longer than it otherwise would, a deliberate tradeoff between tax efficiency and tracking precision. Distribution and sequence risk. For clients drawing income or distributions, whether an individual in retirement or an institution following a spending policy, a decline early in a distribution period can permanently impair a portfolio's ability to sustain future distributions, even if long-run average returns meet expectations. Inflation and liquidity reserve risk. Cash or a liquidity reserve held to meet near-term spending needs reduces exposure to market volatility but does not protect against inflation's erosion of purchasing power. Legislative and regulatory risk. Changes in law, regulation, or tax treatment can affect the value of a holding or the effectiveness of a strategy, including the tax-management and values-screening approaches described above. Index fund and ETF risk. Index funds and ETFs may not track their target index precisely, may trade at a price that differs from net asset value, and carry their own internal expenses in addition to our advisory fee. We are available to discuss the risks associated with any strategy in more detail with any client or prospective client. Item 9: Disciplinary Information Zenith and its management have not been involved in any criminal or civil action, administrative enforcement proceedings, or legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of Zenith or the integrity of its management. Item 10: Other Financial Industry Activities and Affiliations No Zenith employee is registered, or has an application pending to register as a broker-dealer or a registered representative of a broker-dealer. No Zenith employee is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator or a commodity trading advisor. Zenith does not have any related parties. As a result, we do not have a relationship with any related parties. Recommendations or Selections of Independent Managers As referenced in Item 4 of this brochure, Zenith recommends certain Clients to Independent Managers to manage their accounts. In the event that we recommend an Independent Manager, we do not share in their advisory fee. Our fee is separate and in addition to their compensation (as noted in Item 5 of this brochure. In addition, Clients will receive a copy of the Independent Manager’s Form ADV 2A, Firm Brochure, which also describes the Independent Manager’s fee. You are not obligated, contractually or otherwise, to use the services of any Independent Manager we recommend. Moreover, Zenith will only recommend an Independent Manager who is properly licensed or registered as an investment adviser. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading As a fiduciary, our firm and its representatives have a duty of utmost good faith to act solely in the best interests of each Client. Our Clients entrust us with their funds and personal information, which in turn places a high standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis of all of our dealings. The firm also accepts the obligation not only to comply with the mandates and requirements of all applicable laws and regulations but also to take responsibility to act in an ethical and professionally responsible manner in all professional services and activities. Code of Ethics Description This code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield associated persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory Clients. Our Code of Ethics sets fiduciary duty and professional conduct standards for our Associated Persons and includes personal trading policies, reporting requirements, insider trading policies, and gifts and entertainment restrictions designed to identify and mitigate conflicts of interest between our firm and our Clients. We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all firm access persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm will provide a copy of its Code of Ethics to any Client or prospective Client upon request. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Neither our firm, its associates or any related person is authorized to recommend to a Client or effect a transaction for a Client, involving any security in which our firm or a related person has a material financial interest, such as in the capacity as an underwriter, adviser to the issuer, etc. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Our firm and its “related persons” may buy or sell securities similar to, or different from, those we recommend to Clients for their accounts. In an effort to reduce or eliminate certain conflicts of interest involving the firm or personal trading (such as front running), our policy may require that we restrict or prohibit associates’ transactions in specific reportable securities transactions. Any exceptions or trading pre-clearance must be approved by the CCO in advance of the transaction in an account, and we maintain the required personal securities transaction records per regulation. Trading Securities At/Around the Same Time as Client’s Securities From time to time, our firm or its “related persons” may buy or sell securities for themselves at or around the same time as Clients. The firm prohibits front running (or trading ahead of client accounts) and ensures that no employee engages in trading practices that place their interest ahead of clients. When our firm is trading, or considering a trade, in a security for a Client, no Associated Person with knowledge of that pending transaction may trade in that same security for their own account until the Client's transaction has been completed or we have decided not to proceed. This restriction does not apply to trades placed as part of the firm's aggregated orders alongside Clients, or to transactions under an automatic investment plan, a dividend reinvestment plan, or an approved third-party managed account. Incentives Related to Asset Growth Certain investment adviser representatives (“IARs”) of the Firm receive compensation, including bonuses or other incentives, based in whole or in part on the amount of client assets they bring to or maintain with the Firm. This creates a conflict of interest, as IARs have a financial incentive to encourage clients to increase the amount of assets managed by the Firm, including recommending that clients roll over assets from retirement plans, transfer assets from other accounts, or retain assets in advisory accounts rather than in other types of accounts. While the Firm and its IARs seek to act in clients’ best interests, this potential conflict may affect the recommendations made to clients. The Firm mitigates this conflict through supervisory oversight, periodic compliance reviews, and policies designed to ensure that recommendations are suitable and consistent with each client’s investment objectives and financial circumstances. Item 12: Brokerage Practices Factors Used to Select Custodians Zenith does not have any affiliation with any custodian we recommend. Specific custodian recommendations are made to the Client based on their need for such services. We recommend custodians based on the reputation and services provided by the firm. In recommending custodians, we have an obligation to seek the “best execution” of transactions in Client accounts. The determinative factor in the analysis of best execution is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of the custodian’s services. The factors we consider when evaluating a custodian for best execution include, without limitation, the custodian’s: ● Combination of transaction execution services and asset custody services (generally without a separate fee for custody); ● Capability to execute, clear, and settle trades (buy and sell securities for your account); ● Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.); ● Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds (ETFs), etc.); ● Availability of investment research and tools that assist us in making investment decisions ● Quality of services; ● Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices; ● Reputation, financial strength, security and stability; ● Prior service to us and our clients. With this in consideration, our firm recommends Charles Schwab and Altruist, independent and unaffiliated SEC registered broker-dealer firm and members of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Although Clients may request us to use a custodian of their choosing, we generally recommend that Clients open brokerage accounts with Charles Schwab or Altruist. We are not affiliated with Charles Schwab or Altruist. The Client will ultimately make the final decision of the custodian to be used to hold the Client’s investments by signing the selected custodian’s account opening documentation. Research and Other Soft-Dollar Benefits We do not have any soft-dollar arrangements with custodians whereby soft-dollar credits, used to purchase products and services, are earned directly in proportion to the amount of commissions paid by a Client. However, as a result of being on their institutional platforms, Charles Schwab or Altruist may provide us with certain services. This is a benefit to us because we do not have to produce or pay for the research, products, or services. Zenith may have an incentive to select or recommend a broker- dealer based on our interest in receiving the research or other products or services, rather than on our clients’ interest in receiving most favorable execution. Brokerage for Client Referrals We receive no referrals from a custodian, broker-dealer or third party in exchange for using that custodian, broker-dealer or third party. Clients Directing Which Broker/Dealer/Custodian to Use We do recommend a specific custodian for Clients to use, however, Clients may custody their assets at a custodian of their choice. Clients may also direct us to use a specific custodian to execute transactions. By allowing Clients to choose a specific custodian, we may be unable to achieve the most favorable execution of Client transactions and this may cost Clients money over using a lower-cost custodian. Aggregating (Block) Trading for Multiple Client Accounts When appropriate and available, we combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly 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 account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion, regarding particular circumstances and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or access persons may participate in block trading with your accounts; however, they will not be given preferential treatment. Brokerage Practices / Fixed Income Transactions We may recommend or purchase fixed income securities, including bonds and other debt instruments, through broker-dealers that maintain inventories of such securities. In certain transactions, the broker- dealer may act as principal, meaning the broker-dealer sells securities from its own inventory rather than acting solely as an agent in the transaction. When acting as principal, the broker-dealer may include a mark-up or mark-down in the price of the security. This compensation is retained solely by the broker-dealer and is separate from, and in addition to, any advisory fee paid us. We do not receive any portion of the broker-dealer’s mark-up, mark-down, spread, concession, or other transaction-based compensation. We evaluate fixed income transactions based on a variety of factors, including price, execution capability, transaction costs, market availability, credit quality, and the overall value provided to clients. Due to the decentralized nature of the fixed income market, different broker-dealers may offer the same security at different prices, and clients may pay varying transaction costs depending on market conditions and dealer inventory. Clients should understand that fixed income securities are generally traded in an over-the-counter market rather than on a centralized exchange. As a result, pricing information may be less transparent than for exchange-traded securities, and broker-dealers may earn compensation through spreads or mark-ups embedded in the transaction price. We seek to fulfill our fiduciary duty and best execution obligations when selecting a broker-dealer(s) and evaluating fixed income transactions on behalf of clients. The Custodians and Brokers We Use (Altruist, Schwab) For the benefit of no commissions or transaction fees, fully digital account opening, a large variety of security options and complete integration with software tools, Zenith recommends Altruist Financial LLC, an unaffiliated SEC-registered broker-dealer and FINRA/SIPC member, as the clients' custodian. Zenith does not receive any research or other soft-dollar benefit by nature from its relationship with Altruist Financial LLC, nor does Zenith receive any referrals in exchange for using Altruist Financial LLC as a broker-dealer. Zenith may recommend/require that clients establish brokerage accounts with the Schwab Institutional® division of Charles Schwab & Co., Inc. (Schwab), a FINRA-registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although Zenith may recommend/require that clients establish accounts at Schwab, it is the client’s decision to custody assets with Schwab. Zenith is independently owned and operated and not affiliated with Schwab. Schwab may pay for business consulting and professional services received by Zenith’s related persons. Some of the products and services made available by Schwab through the program may benefit Zenith but may not benefit its Client accounts. These products or services may assist Zenith in managing and administering Client accounts, including accounts not maintained at either custodian. Other services made available are intended to help Zenith manage and further develop its business enterprise. The benefits received by Zenith or its personnel through participation in the program do not depend on the number of brokerage transactions directed to the custodian. As part of its fiduciary duties to Clients, Zenith endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of these economic benefits for Zenith or its related persons in and of itself creates a potential conflict of interest and may indirectly influence the Advisor’s choice for custody and brokerage services. Reimbursement Incentive Program Zenith may recommend the use of Altruist as custodian for client accounts. Altruist provides Zenith with certain economic benefits, including reimbursement of up to approximately $5,000 annually for technology and related business-support expenses. Receipt of these benefits is conditioned upon Zenith maintaining a minimal level of client assets at Altruist, the Baseline AUM. This arrangement creates a conflict of interest because Zenith has an incentive to recommend or maintain client assets with Altruist in order to receive these benefits. Zenith considers multiple factors in recommending custodians, including service, technology, execution capabilities, and overall value to clients, and believes the recommendation of Altruist is in clients’ best interest despite this conflict. Item 13: Review of Accounts For clients that have ongoing wealth planning engagements with Zenith, their financial plans are reviewed at least quarterly with their designated Financial Advisor. Client accounts in the Investment Advisory Service will be reviewed regularly on at least an annual basis. The account is reviewed with regards to the Client’s investment policy statement and risk tolerance levels. Events that may trigger a special review would be unusual performance, addition or deletions of Client imposed restrictions, excessive draw-down, volatility in performance, or buy and sell decisions from the firm or per Client's needs. Clients will receive trade confirmations from the broker(s) for each transaction in their accounts as well as monthly or quarterly statements and annual tax reporting statements from their custodian showing all activity in the accounts, such as receipt of dividends and interest. Item 14: Client Referrals and Other Compensation We do not receive any economic benefit, directly or indirectly, from any third party for advice rendered to our Clients. The Advisor engages independent promoters to provide client referrals. If a client is referred to us by a promoter, this practice is disclosed to the client in writing by the promoter and the Advisor pays the promoter out of its own funds—specifically, the Advisor generally pays the promoter a portion of the advisory fees earned for managing the capital of the client or investor that was referred. The use of promoter is strictly regulated under applicable federal law. The Advisor’s policy is to fully comply with the requirements of Rule 206(4)-3, under the Investment Advisers Act of 1940, as amended. Item 15: Custody All accounts are held by an Independent Custodian selected by the Client. With the exception of Zenith’s ability to debit fees, Zenith does not otherwise have custody of the assets in the account(s). Zenith has the ability to directly deduct its advisory fees from clients’ custodial account(s). Prior to having fees deducted via a qualified custodian, Zenith will: 1) Possess written authorization from the client to deduct advisory fees from an account held by a qualified custodian. 2) Send the qualified custodian written notice of the amount of the fee to be deducted from the client’s account. Clients should receive at least quarterly statements from the broker-dealer, bank or other qualified custodian that holds and maintains Client's investment assets. We urge you to carefully review such statements and compare such official custodial records to the account statements or reports that we may provide to you. Our statements or reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 16: Investment Discretion For those Client accounts where we provide Investment Management Services, we maintain discretion over Client accounts with respect to securities to be bought and sold and the amount of securities to be bought and sold. Investment discretion is explained to Clients in detail when an advisory relationship has commenced. At the start of the advisory relationship, the Client will execute a Limited Power of Attorney, which will grant our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory contract and signed by the Client. If Zenith has engaged an Independent Manager to assist with the management of Client’s portfolio, Zenith has the discretion to direct the Independent Manager to buy or sell securities for Client’s portfolio without obtaining prior Client approval for each transaction. Item 17: Voting Client Securities We do not vote proxies on behalf of Client advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. However, if you own shares of applicable securities, you are responsible for exercising your right to vote as a shareholder. In most cases, you receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized us to contact you by electronic mail, in which case, we would forward any electronic solicitations to vote proxies. Additionally, Zenith does not act on corporate actions pertaining to the Client’s investment assets. Although Zenith does not vote proxies on behalf of Clients, certain independent manager(s) may vote proxies on behalf of client portfolios or a portion of them. In such case this would be disclosed to those Clients by the independent manager. Item 18: Financial Information Registered Investment Advisers are required in this Item to provide you with certain financial information or disclosures about our financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to Clients, and we have not been the subject of a bankruptcy proceeding. All accounts are held by an Independent Custodian selected by the Client. With the exception of Zenith’s ability to debit fees, Zenith does not otherwise have custody of the assets in the account(s). We do not require or solicit prepayment of more than $1,200 in fees per Client six months in advance.