Cantata Wealth Management, LLC

Listen acutely.SM Risk sensibly. SM Proceed generously. SM Cantata Wealth Management, LLC | Form ADV Part 2A Brochure CRD# #332526 7 July 2026 2525 Ponce de Leon Blvd., Suite 300 Coral Gables, FL 33134 844-226-8282 www.cantatawealth.com https://www.linkedin.com/company/cantata-wealth This brochure provides information about the qualifications and business practices of Cantata Wealth Management, LLC. If you have any questions about the contents of this brochure, contact us at 844- 226-8282 or by email at: greg@cantatawealth.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 Cantata Wealth Management, LLC is available on the SEC's website at www.adviserinfo.sec.gov. Cantata Wealth Management, LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training.  Item 2 Summary of Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since our other than annual updating amendment filed on May 26, 2026, we have the following material changes: 1. We have filed for SEC registration. 2. We revised references to Investment Policy Statements to reflect that, while we often use them as part of our advisory process when appropriate, they are not a required component of every client engagement. 3. We updated our disclosure regarding advisory fee billing to clarify that clients receive a client notification (and not an invoice) as fees are debited, in arrears, directly from client accounts. 4. We revised Item 14 to clarify that we do not receive compensation from any third party in connection with providing investment advice to clients and that we do not compensate any individual or firm for client referrals.  Item 3 Table of Contents Item 2 Summary of Material Changes .............................................................................................. 2 Item 3 Table of Contents .................................................................................................................. 3 Item 4 Advisory Business .................................................................................................................. 4 Item 5 Fees and Compensation ........................................................................................................ 7 Item 6 Performance-Based Fees and Side-By-Side Management .................................................. 10 Item 7 Types of Clients ................................................................................................................... 10 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................................ 11 Item 9 Disciplinary Information ...................................................................................................... 18 Item 10 Other Financial Industry Activities and Affiliations ........................................................... 18 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..... 19 Item 12 Brokerage Practices .......................................................................................................... 19 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 ..................................................................................................... 23 Item 18 Financial Information ........................................................................................................ 23 Item 19 Requirements for State-Registered Advisers .................................................................... 23 Item 20 Additional Information ..................................................................................................... 23  Item 4 Advisory Business Description of Firm Cantata Wealth Management, LLC ("Cantata Wealth") is a registered investment adviser primarily based in Coral Gables, FL. We are organized as a limited liability company ("LLC") under the laws of the State of DE. We have been providing investment advisory services since 08/19/2024. We are owned by Kevin D. Barry and Gregory S. Cheng. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to Cantata Wealth and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. We provide personalized, confidential financial planning and investment management to individuals, charitable organizations, foundations and endowments and small businesses. Advice is provided through consultation with the client and may include determination of financial objectives, identification of financial problems, cash flow management, tax planning, insurance review, investment management, and education funding planning. The initial meeting, normally in person but may be by telephone (or virtually), is free of charge and is considered an exploratory interview to determine the extent to which financial planning and investment management may be beneficial to you and appropriate for us. Financial Planning Services Our financial plans are designed to be broad-based in nature. Generally, in keeping with the scope the planning engagement, we provide you with a written plan, which reviews your current situation and recommends actions consistent with your financial and personal goals. The written financial plan will vary between clients and may include, but is not limited to: a net worth statement; a cash flow statement; a review of investment accounts, including reviewing asset allocation and providing repositioning recommendations; strategic tax planning; a review of retirement accounts and plans including recommendations; a review of insurance policies and recommendations for changes, if necessary; one or more retirement scenarios; estate planning review and recommendations; and education planning with funding recommendations. Updates to financial plans for our ongoing Investment Management clients are provided as part of the annual investment management fee. Our clients acknowledge that: • Any financial planning is based solely on the accuracy and completeness of the information provided by our client • Any projections or other information generated during the financial planning process  • Are hypothetical in nature • Do not reflect actual investment results • Do not guarantee any future results Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. Investment Management Services We offer discretionary investment management services. Our investment advice is tailored to meet our clients' needs and investment objectives. An Investment Advisory Agreement will be executed when we are retained for ongoing investment management. Realistic and measurable goals for each client are set and objectives to reach those goals are defined. As their goals and objectives change over time, suggestions are made and implemented on an ongoing basis. The scope of work and fee for an Investment Advisory Agreement is provided to you in writing prior to the start of the relationship. An Investment Advisory Agreement relationship includes periodic reporting, usually quarterly, of your investment values, investment target allocation vs. actual, asset class diversification, individual security selection, purchases and sales, best efforts at rebalancing to the target investment allocation, tax-loss harvesting, tax reporting and periodic meetings with you to review these and other items. We offer discretionary investment management services. Our investment advice is tailored to meet our clients' needs and investment objectives. If you participate in our discretionary investment management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm and the appropriate trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased or sold for your account) by providing our firm with your restrictions and guidelines in writing. As part of our investment management services, we may use one or more sub-advisers to manage a portion of your account on a discretionary basis. The sub-adviser(s) may use one or more of their model portfolios to manage your account. We will regularly monitor the performance of your accounts managed by sub-adviser(s), and may hire and fire any sub-adviser without your prior approval. We may pay a portion of our advisory fee to the sub-adviser(s) we use; however, you will not pay our firm a higher advisory fee as a result of any sub-advisory relationships.  As part of our investment management services, in addition to other types of investments (see disclosures below in this section), we may invest your assets according to one or more model portfolios developed by our firm. These models are designed for investors with varying degrees of risk tolerance ranging from a more aggressive investment strategy to a more conservative investment approach. Clients whose assets are invested in model portfolios may not set restrictions on the specific holdings or allocations within the model, nor the types of securities that can be purchased in the model. Nonetheless, clients may impose restrictions on investing in certain securities or types of securities in their account. In such cases, this may prevent a client from investing in certain models that are managed by our firm. Estate Planning Assistance As part of our client service, we provide estate planning services utilizing EncoreEstate Plans to gather client information and prepare estate planning documents strictly using the data gathered in the EncoreEstate Plans software. The financial advisor is not a licensed attorney and is not giving legal advice, creating legal documents, and is not acting in the capacity of an attorney as part of the engagement. We may recommend that clients engage a specific third party money manager's ("TPMM's") model portfolios. These models are designed for investors with varying degrees of risk tolerance ranging from a more aggressive investment strategy to a more conservative investment approach. Clients whose assets are invested in model portfolios may not set restrictions on the specific holdings or allocations within the model, nor the types of securities that can be purchased in the model. Nonetheless, clients may impose restrictions on investing in certain securities or types of securities in their account. In such cases, this may prevent a client from investing in certain models that are managed by the TPMM. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: the TPMM's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will monitor the TPMM's models to ensure its management and investment style remains aligned with your investment goals and objectives. We will assume discretionary authority to hire and fire TPMM's and/or reallocate your assets to other TPMM's where we deem such action appropriate. Investment and Platform Operations Certain aspects of our investment and platform operations are performed by Dynamic Advisor Solutions, LLC (“Dynamic” See Section 10.). The administration of, and access to, Dynamic’s wealth management platform as well as advisor and client portal are utilized by our firm for a fee charged to our firm. Dynamic may provide assistance in trading and rebalancing our designed models. Investment models are selected by our firm based upon client circumstances. Dynamic generates our fee calculations and performs fee debiting and other administration based upon our specifications.  Courtesy Accounts As an accommodation for clients and others, from time to time, Cantata Wealth may allow clients to establish an account (“Courtesy Account”) under a separate Cantata Wealth’s Master Account at Fidelity. Before Cantata Wealth agrees to such an account, the account holder must sign a written Courtesy Account Agreement which sets forth the terms and conditions under which the Courtesy Account must operate. These conditions include but are not limited to the following: 1. Cantata Wealth will not have any fiduciary or other responsibility with respect to assets held in any such Courtesy Account. 2. Cantata Wealth has no responsibility to monitor, trade, or report on assets held in the Courtesy Account. 3. Assets held in the Courtesy Account will not be included in Cantata Wealth’s Investment Advisory fee calculations Types of Investments We offer advice on equity securities, corporate debt securities (other than commercial paper), commercial paper, certificates of deposit, municipal securities, United States government securities, options contracts on securities, private placements, money market funds, REITs, structured products and exchange traded funds (ETFs). Additionally, we may advise you on various types of investments based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. Since our investment strategies and advice are based on each client’s specific financial situation, the investment advice we provide to you may be different or conflicting with the advice we give to other clients regarding the same security or investment. Wrap Fee Programs We do not participate in any wrap fee program. IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor (“DOL”) Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are 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. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Assets Under Management As of June 30, 2026, we provide continuous management services for $102,171,187 in client assets on a discretionary basis. Item 5 Fees and Compensation Investment Management Services Our fee for investment management services is based on a percentage of the assets in your account and is set forth in the following annual blended fee schedule: Annual Fee Schedule Assets Under Management <= $5,000,000 Annual Fee 1.00% $5,000,001 to $10,000,000 0.85% $10,000,001 to $15,000,000 0.75% $15,000,001 to $20,000,000 0.65% $20,000,001 to 25,000,000 0.55% > $25,000,000 Custom  Our minimum assets under management required in an account is $2,000,000 and our minimum annual fee is $20,000. At our discretion, we may waive or negotiate the minimum account size and/or fee. In some cases, the percentage fee charged for an account below our minimum account size will be higher than the fee outlined in the fee schedule above. This fee would be outlined in the signed investment advisory agreement and would not exceed 1.5%. A straight fee schedule or breakpoint schedules may apply to grandfathered accounts as outlined in the signed investment advisory agreement for those accounts. Our annual investment management fee is billed and payable, quarterly in arrears, based on the average daily balance. See the example fee calculations below: Example 1: Assets under management of $2,000,000 would incur a quarterly fee of $5,000 as calculated below: $2,000,000 x .0100 = $20,000/4 = $5,000/quarter Example 2: Assets under management of $11,000,000 would incur a quarterly fee of $25,000 as calculated below: $5,000,000 x .0100 = $50,000/4 = $12,500/quarter $5,000,000 x .0085 = $42,500/4 = $10,625/quarter $ 1,000,000 x .0075 = $7,500/4 = $1,875/quarter We recommend alternative investments through a third-party platform as part of our standard offering. We do not charge an additional fee on alternative investments. The third-party platform may charge a fee that is in addition to our investment advisory fee. We do not share in a portion of this fee. Advisory fees that you pay through the third-party platform are established and payable in accordance with the Form ADV Part 2 or other equivalent disclosure document. These fees may or may not be negotiable. You should review the brochure for information on these advisory fees and services. If the investment management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending on individual client circumstances. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining  account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. We encourage you to reconcile our client fee notifications with the statement(s) you receive from the qualified custodian. If you find any inconsistent information between our client fee notification and the statement(s) you receive from the qualified custodian call our main office number located on the cover page of this brochure. You may terminate the investment management agreement upon written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the investment management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. For some grandfathered contracted clients, our annual fee for investment management services is a flat rate. The fee is billed and payable, quarterly in arrears. All material conflicts of interest under CCR Section 260.238 (k) are disclosed regarding the investment adviser, its representatives or any of its employees, which could be reasonably expected to impair the rendering of unbiased and objective advice. Financial Planning Services Financial Planning Services are included as part of our service to our investment management clients as part of the fee paid on assets under management as described above. There is not an additional fee for financial planning when combined with Investment Management Services. Retirement Consulting Services We advise clients on IRA and pension rollovers as part of our service to our investment management clients as part of the fee paid on assets under management as described above. There is not an additional fee for Retirement Consulting Services. Estate Planning Assistance Fees for Estate Planning Assistance will be between $2,500-$5,000 depending on the complexity of the plan and custom documents prepared. This fee includes our advisory fee and the fee to EncoreEstate Plans as outlined in the advisory agreement. Cantata Wealth will pay a portion of the combined fee to EncoreEstate Plans. The fee will be payable in arrears once the plan has been delivered.  Selection of Other Advisers Our recommendations to use third party money managers (TPMM's) model portfolios are included in our investment management fee. We do not charge you a separate fee for the selection of other advisers. You may notify your advisor in writing to discontinue use of the TPMM's model portfolios. Additional Fees and Expenses Supervised Persons do not receive compensation for the sale of securities or investment products. As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices, refer to the Brokerage Practices section of this brochure. Total fees charged will not exceed 3% of assets under management per year. While the firm endeavor at all times to offer clients its specialized services at reasonable costs, the fees charged by other advisers for comparable services may be lower than the fees charged by Cantata Wealth. Item 6 Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Performance- based fees are fees that are based on a share of a capital gains or capital appreciation of a client's account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Our fees are calculated as described in the Fees and Compensation section above, and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Item 7 Types of Clients We offer investment advisory services to individuals including high net worth individuals, foundations and endowments, and small businesses. In general, we require a minimum of $2,000,000 to open and maintain an advisory account. At our discretion, we may waive this minimum account size. For example, we may waive the minimum if you  appear to have significant potential for increasing your assets under our management over time. We charge a minimum annual fee in the amount of $20,000 to open and maintain an advisory account. At our discretion we may negotiate or waive the minimum fee. We may also combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Our Methods of Analysis and Investment Strategies We use one or more of the following methods of analysis or investment strategies when providing investment advice to you: Fundamental Analysis - Involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Modern Portfolio Theory: A theory of investment which attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, by carefully diversifying the proportions of various assets. Risk: Market risk is that part of a security's risk that is common to all securities of the same general class (stocks and bonds) and thus cannot be eliminated by diversification. Long-Term Purchases: Securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long-term which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "by locking-up" assets that may be better utilized in the short-term in other investments. Short-Term Purchases: Securities purchased with the expectation that they will be sold within a  relatively short period of time, generally less than one year, to take advantage of the securities' short- term price fluctuations. Risk: Using a short-term purchase strategy generally assumes that financial markets will perform well in the short-term (which may or may not be the case) and will incur a disproportionately higher amount of transaction costs compared to long-term trading. There are many factors that can affect financial market performance in the short-term (such as short-term interest rate changes, cyclical earnings announcements, etc.) which may have a smaller impact over longer periods of times. Short Sales: Unlike a straightforward investment in stocks where you buy shares with the expectation that their price will increase so you can sell at a profit, in a "short sale" you borrow stocks from your brokerage firm and sell them immediately, hoping to buy them later at a lower price. Thus, a short seller hopes that the price of a stock will go down in the near future. A short seller thus uses declines in the market to their advantage. The short seller makes money when the stock prices fall and loses when prices go up. The SEC has strict regulations in place regarding short selling. Risk: Short selling is very risky. Investors should exercise extreme caution before short selling is implemented. A short seller will profit if the stock goes down in price, but if the price of the shares increase, the potential losses are unlimited because the stock can keep rising forever. There is no ceiling on how much a short seller can lose in a trade. The share price may keep going up and the short seller will have to pay whatever the prevailing stock price is to buy back the shares. However, gains have a ceiling level because the stock price cannot fall below zero. Risk: A short seller has to undertake to pay the earnings on the borrowed securities as long as the short seller chooses to keep the short position open. If the company declares huge dividends or issues bonus shares, the short seller will have to pay that amount to the lender. Any such occurrence can skew the entire short investment and make it unprofitable. The broker can use the funds in the short seller's margin account to buy back the loaned shares or issue a "call away" to get the short seller to return the borrowed securities. If the broker makes this call when the stock price is much higher than the price at the time of the short sale, then the investor can end up taking huge losses. Risk: Margin interest can be a significant expense. Since short sales can only be undertaken in margin accounts, the interest payable on short trades can be substantial, especially if short positions are kept open over an extended period. Risk: Shares that are difficult to borrow—because of high short interest, limited float, or any other reason—have “hard-to-borrow” fees. These fees are based on an annualized rate that can range from a small fraction of a percent to more than 100% of the value of the short trade. The hard-to-borrow rate can fluctuate substantially on a daily basis; therefore, the exact dollar amount of the fee may not be known in advance and may be substantial. Margin Transactions: A securities transaction in which an investor borrows money to purchase a  security, in which case the security serves as collateral on the loan. Risk: If the value of the shares drops sufficiently, the investor will be required to either deposit more cash into the account or sell a portion of the stock in order to maintain the margin requirements of the account. This is known as a "margin call." An investor's overall risk includes the amount of money invested plus the amount that was loaned to them. Option Writing: A securities transaction that involves selling an option. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell a particular security at a specified price on or before the expiration date of the option. When an investor sells a call option, they must deliver to the buyer a specified number of shares if the buyer exercises the option. When an investor sells a put option, they must pay the strike price per share if the buyer exercises the option, and will receive the specified number of shares. The option writer/seller receives a premium (the market price of the option at a particular time) in exchange for writing the option. Risk: Options are complex investments and can be very risky, especially if the investor does not own the underlying stock. In certain situations, an investor's risk can be unlimited. ESG Environmental, Social, and Governance (ESG) Investing - ESG Investing maintains a focus on Environmental, Social, and Governance (ESG) issues. ESG investing may be referred to in many different ways, such as sustainable investing, socially responsible investing, and impact investing. ESG practices can include, but are not limited to, strategies that select companies based on their stated commitment to one or more ESG factors; for example, companies with policies aimed at minimizing their negative impact on the environment, social issues, or companies that focus on governance principles and transparency. ESG practices may also entail screening out companies in certain sectors or that, in the view of the investor, demonstrate poor management of ESG risks and opportunities or are involved in issues that are contrary to the investor's own principals. Risk: ESG Investing is not defined in federal securities laws, may be subjective, and may be defined in different ways by different managers, advisers or investors. There is no SEC rating or score of ESG investments that could be applied across a broad range of companies, and while many different private ratings based on different ESG factors exist, they often differ significantly from each other. Different managers may weight environmental, social, and governance factors differently. Some ESG managers may consider data from third party providers which could include “scoring” and “rating” data compiled to help managers compare companies. Some of the data used to compile third party ESG scores and ratings may be subjective. Other data may be objective in principle, but are not verified or reliable. Third party scores also may consider or weight ESG criteria differently - meaning that companies can receive widely different scores from different third party providers. A portfolio manager’s ESG practices may significantly influence performance. Because securities may be included or excluded based on ESG factors rather than traditional fundamental analysis or other investment methodologies, the account's performance may differ (either higher or lower) from the overall market or comparable accounts that do not employ similar ESG practices. Some mutual funds or ETFs that  consider ESG may have different expense ratios than other funds that do not consider ESG factors. Paying more in expenses will reduce the value of your investment over time. Cash Management We manage cash balances in your account based on the yield, and the financial soundness of the money markets and other short term instruments. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you consult with a tax professional regarding the investing of your assets. Custodians and broker-dealers must report the cost basis of equities acquired in client accounts. Your custodian will default to the First-In First-Out ("FIFO") accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Other Risk Considerations When evaluating risk, financial loss may be viewed differently by each client and may depend on many different risks, each of which may affect the probability and magnitude of any potential losses. The following risks may not be all-inclusive, but should be considered carefully by a prospective client before retaining our services. Liquidity Risk: The risk of being unable to sell your investment at a fair price at a given time due to high volatility or lack of active liquid markets. You may receive a lower price or it may not be possible to sell the investment at all. Credit Risk: Credit risk typically applies to debt investments such as corporate, municipal, and sovereign fixed income or bonds. A bond issuing entity can experience a credit event that could impair or erase the value of an issuer’s securities held by a client.  Inflation and Interest Rate Risk: Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of a client’s future interest payments and principal. Inflation also generally leads to higher interest rates which may cause the value of many types of fixed income investments to decline. Horizon and Longevity Risk: The risk that your investment horizon is shortened because of an unforeseen event, for example, the loss of your job. This may force you to sell investments that you were expecting to hold for the long term. If you must sell at a time that the markets are down, you may lose money. Longevity Risk is the risk of outliving your savings. This risk is particularly relevant for people who are retired, or are nearing retirement. Artificial Intelligence (AI) Risk: We may use artificial intelligence (AI) in our business operations in order to promote operational efficiency and augment our client service. AI models are highly complex and may result in output that is incomplete or incorrect. Our use of AI includes utilization in investment research as well as certain third-party technologies aimed at driving operational efficiency by automating meeting prep, meeting notes, CRM updates, meeting recap notes, task management, and other client service-related functions. We believe the use of this technology allows us to reduce administrative time, prepare for client engagement, and improve overall client experience. The use of AI poses risks related to the challenges the Company faces in properly managing its use. Content generated by AI technologies may be deficient, inaccurate, or biased, and the use of AI tools may lead to errors in decision-making. Use of AI tools could also pose risks related to the protection of client or proprietary information. Such risks may include the exposure of confidential information to unauthorized recipients, violation of data privacy rights, or other data leakage events. For example, in the case of generative AI, if confidential information, including material non-public information or personal identifiable information is input into an AI application, such information is at risk of becoming part of a dataset accessible by other AI applications and users. The regulatory environment relating to AI is rapidly evolving and could require changes in our adoption and implementation of AI technology in the future. The use of AI may also expose us to litigation risk or regulatory risk. Recommendation of Particular Types of Securities While we recommend various types of securities, we do not primarily recommend one particular type of security over another since each client has different needs and a different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with the investment. A description of the types of securities we may recommend to you and some of their inherent risks are provided below. Money Market Funds: A money market fund is technically a security. The fund managers attempt to keep the share price constant at $1/share. However, there is no guarantee that the share price will  stay at $1/share. If the share price goes down, you can lose some or all of your principal. The U.S. Securities and Exchange Commission (SEC) notes that "While investor losses in money market funds have been rare, they are possible." In return for this risk, you should earn a greater return on your cash than you would expect from a Federal Deposit Insurance Corporation (FDIC) insured savings account (money market funds are not FDIC insured). Next, money market fund rates are variable. In other words, you do not know how much you will earn on your investment next month. The rate could go up or go down. If it goes up, that may result in a positive outcome. However, if it goes down and you earn less than you expected to earn, you may end up needing more cash. A final risk you are taking with money market funds has to do with inflation. Because money market funds are considered to be safer than other investments like stocks, long-term average returns on money market funds tends to be less than long term average returns on riskier investments. Over long periods of time, inflation can eat away at your returns. Certificates of Deposit: Certificates of deposit (CD) are generally a safe type of investment since they are insured by the Federal Deposit Insurance Company (FDIC) up to a certain amount. However, because the returns are generally low, there is risk that inflation outpaces the return of the CD. Certain CDs are traded in the market place and not purchased directly from a banking institution. In addition to trading risk, when CDs are purchased at a premium, the premium is not covered by the FDIC. Municipal Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and, the overall health of the economy. In general, larger, better established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") are but the mere size of an issuer is not, by itself, an indicator of the safety of the investment.  Exchange Traded Funds: Exchange traded funds ("ETF") are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on ETFs can be reduced by the costs to manage the funds. ETFs may have tracking error risks. For example, the ETF investment adviser may not be able to cause the ETF’s performance to match that of its underlying index or other benchmark, which may negatively affect the ETF's performance. In addition, for leveraged and inverse ETFs that seek to track the performance of their underlying indices or benchmarks on a daily basis, mathematical compounding may prevent the ETF from correlating with performance of its benchmark. In addition, an ETF may not have investment exposure to all of the securities included in its underlying index, or its weighting of investment exposure to such securities may vary from that of the underlying index. Some ETFs may invest in securities or financial instruments that are not included in the Underlying Index, but which are expected to yield similar performance. Commercial Paper: Commercial paper ("CP") is, in most cases, an unsecured promissory note that is issued with a maturity of 270 days or less. Being unsecured the risk to the investor is that the issuer may default. There is less risk in asset based commercial paper (ABCP). The difference between ABCP and CP is that instead of being an unsecured promissory note representing an obligation of the issuing company, ABCP is backed by securities. Therefore, the perceived quality of the ABCP depends on the underlying securities. Real Estate Investment Trust: A real estate investment trust ("REIT") is a corporate entity which invests in real estate and/or engages in real estate financing. A REIT reduces or eliminates corporate income taxes. REITs can be publicly or privately held. Public REITs may be listed on public stock exchanges. REITs are required to declare 90% of their taxable income as dividends, but they actually pay dividends out of funds from operations, so cash flow has to be strong or the REIT must either dip into reserves, borrow to pay dividends, or distribute them in stock (which causes dilution). After 2012, the IRS stopped permitting stock dividends. Most REITs must refinance or erase large balloon debts periodically. The credit markets are no longer frozen, but banks are demanding, and getting, harsher terms to re-extend REIT debt. Some REITs may be forced to make secondary stock offerings to repay debt, which will lead to additional dilution of the stockholders. Fluctuations in the real estate market can affect the REIT's value and dividends.  Options Contracts: Options are complex securities that involve risks and are not suitable for everyone. Option trading can be speculative in nature and carry substantial risk of loss. It is generally recommended that you only invest in options with risk capital. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a certain date (the "expiration date"). The two types of options are calls and puts: A call gives the holder the right to buy an asset at a certain price within a specific period of time. Calls are similar to having a long position on a stock. Buyers of calls hope that the stock will increase substantially before the option expires. A put gives the holder the right to sell an asset at a certain price within a specific period of time. Puts are very similar to having a short position on a stock. Buyers of puts hope that the price of the stock will fall before the option expires. Selling options is more complicated and can be even riskier. The option trading risks pertaining to options buyers are: • Risk of losing your entire investment in a relatively short period of time. • The risk of losing your entire investment increases if, as expiration nears, the stock is below the strike price of the call (for a call option) or if the stock is higher than the strike price of the put (for a put option). • European style options which do not have secondary markets on which to sell the options prior to expiration can only realize its value upon expiration. • Specific exercise provisions of a specific option contract may create risks. • Regulatory agencies may impose exercise restrictions, which stops you from realizing value. The option trading risks pertaining to options sellers are: • Options sold may be exercised at any time before expiration. • Covered Call traders forgo the right to profit when the underlying stock rises above the strike price of the call options sold and continues to risk a loss due to a decline in the underlying stock. • Writers of Naked Calls risk unlimited losses if the underlying stock rises. • Writers of Naked Puts risk substantial losses if the underlying stock drops. • Writers of naked positions run margin risks if the position goes into significant losses. Such risks may include liquidation by the broker. • Writers of call options could lose more money than a short seller of that stock could on the same rise on that underlying stock. This is an example of how the leverage in options can work against the option trader. • Writers of Naked Calls are obligated to deliver shares of the underlying stock if those call  options are exercised. • Call options can be exercised outside of market hours such that effective remedy actions cannot be performed by the writer of those options. • Writers of stock options are obligated under the options that they sold even if a trading market is not available or that they are unable to perform a closing transaction. • The value of the underlying stock may surge or decline unexpectedly, leading to automatic exercises. Other option trading risks are: • The complexity of some option strategies is a significant risk on its own. • Option trading exchanges or markets and option contracts themselves are open to changes at all times. • Options markets have the right to halt the trading of any options, thus preventing investors from realizing value. • Risk of erroneous reporting of exercise value. • If an options brokerage firm goes insolvent, investors trading through that firm may be affected. • Internationally traded options have special risks due to timing across borders. Risks that are not specific to options trading include market risk, sector risk and individual stock risk. Option trading risks are closely related to stock risks, as stock options are a derivative of stocks. Structured Products: A structured product, also known as a market-linked product, is generally a pre- packaged investment strategy based on derivatives, such as a single security, a basket of securities, options, indices, commodities, debt issuances, and/or foreign currencies, and to a lesser extent, swaps. Structured products are usually issued by investment banks or affiliates thereof. They have a fixed maturity, and have two components: a note and a derivative. The derivative component is often an option. The note provides for periodic interest payments to the investor at a predetermined rate, and the derivative component provides for the payment at maturity. Some products use the derivative component as a put option written by the investor that gives the buyer of the put option the right to sell to the investor the security or securities at a predetermined price. Other products use the derivative component to provide for a call option written by the investor that gives the buyer of the call option the right to buy the security or securities from the investor at a predetermined price. A feature of some structured products is a "principal guarantee" function, which offers protection of principal if held to maturity. However, these products are not always Federal Deposit Insurance Corporation insured; they may only be insured by the issuer, and thus have the potential for loss of principal in the case of a liquidity crisis, or other solvency problems with the issuing company. Investing in structured products involves a number of risks including but not limited to: fluctuations in the price, level or yield of underlying instruments, interest rates, currency values and credit quality; substantial loss of principal; limits on participation in any appreciation of the underlying instrument;  limited liquidity; credit risk of the issuer; conflicts of interest; and, other events that are difficult to predict. Private Placements: A private placement (nonpublic offering) is an illiquid security sold to qualified investors and are not publicly traded nor registered with the Securities and Exchange Commission. Private placements generally carry a higher degree of risk due to illiquidity. Most securities that are acquired in a private placement will be restricted securities and must be held for an extended amount of time and therefore cannot be sold easily. The range of risks are dependent on the nature of the partnership and are disclosed in the offering documents. Item 9 Disciplinary Information We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. We do not have any required disclosures under this item Item 10 Other Financial Industry Activities and Affiliations Cantata Wealth utilizes Dynamic Advisor Solutions, LLC (“Dynamic”) for back-office support, technology platforms and portfolio management services for client accounts. Dynamic is an investment adviser registered with the U.S. Securities and Exchange Commission (CRD #151367), and provides Cantata Wealth with investment management solutions, including, but in no way limited to, the following: investment administration, account aggregation, fee collection, record maintenance, report preparation, marketing assistance, and research services. Fees charged by Dynamic are paid directly by Cantata Wealth. Cantata Wealth utilizes EncoreEstate Plan to prepare the estate planning documents based on the data gathered from the client. Two of the minority owners of Cantata Wealth are separately licensed as non-owner registered representatives of Burch & Company, Inc. (“Burch”), a broker-dealer, which is a separate entity that is unaffiliated with Cantata Wealth; these minority owners of Cantata Wealth are not licensed as Investment Adviser Representatives and do not provide investment advice or any other services on behalf of Cantata Wealth. These minority owners may earn fees or commissions on investment banking transactions in which they are involved as registered representatives of Burch, and such transactions would be separate from the business of Cantata Wealth. Cantata Wealth is required to disclose any affiliations that exist between it, its owners and its registered persons with others in the Financial Industry, and to disclose conflicts of interest. Because the minority owners do not provide services to Cantata Wealth clients, and because Cantata Wealth and Burch do not service the same type of clients, the registration of the minority owners with an unaffiliated broker-dealer does not present a conflict of interest.  Alfredo Miranda is an investment advisor representative of an unaffiliated registered investment adviser, Camden Wealth Advisors. Our advisory services and clients are separate and distinct from the services and clients of Camden Wealth Advisors. Neither Cantata Wealth or any of our management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Recommendation of Other Advisers We may recommend that you use a third party money manager ("TPMM") based on your needs and suitability. Prior to recommending a TPMM, we will ensure that they are properly licensed. We will not receive separate compensation, directly or indirectly, from the TPMM for recommending that you use their services. Refer to the Advisory Business section above for additional disclosures on this topic. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All persons associated with our firm are expected to adhere strictly to these guidelines. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, nonpublic information about you or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Practices Our firm or persons associated with our firm buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities.  Aggregated Trading Our firm or persons associated with our firm may buy or sell securities for you at the same time we or persons associated with our firm buy or sell such securities for our own account. We may also combine our orders to purchase securities with your orders to purchase securities (aggregated trading). Refer to the Brokerage Practices section in this brochure for information on our aggregated trading practices. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To eliminate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. Item 12 Brokerage Practices We recommend the brokerage and custodial services of Fidelity ("Custodian"). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. In recognition of the value of the services the Custodian provides, you may pay higher commissions and/or trading costs than those that may be available elsewhere. Our selection of custodian is based on many factors, including the level of services provided, the custodian’s financial stability, and the cost of services provided by the custodian to our clients, which includes the yield on cash sweep choices, commissions, custody fees and other fees or expenses. We seek to recommend a custodian/broker that will hold your assets and execute transactions on terms that are, overall, the most favorable compared to other available providers and their services. We consider various factors, including: • Capability to buy and sell securities for your account itself or to facilitate such services. • The likelihood that your trades will be executed. • Availability of investment research and tools. • Overall quality of services. • Competitiveness of pricing. • Reputation, financial strength, and stability. • Existing relationship with our firm and our other clients. Research and Other Soft Dollar Benefits We do not have any soft dollar arrangements. Economic Benefits As a registered investment adviser, we have access to the institutional platform of your account custodian. As such, we will also have access to research products and services from your account custodian and/or other brokerage firm. These products may include financial publications, information  about particular companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our firm in the performance of our investment decision- making responsibilities. Such research products and services are provided to all investment advisers that utilize the institutional services platforms of these firms, and are not considered to be paid for with soft dollars. However, you should be aware that the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Directed Brokerage We utilize Fidelity as our custodian and as a result your trades are executed through Fidelity. As such, we may be unable to achieve the most favorable execution of your transactions and you may pay higher brokerage commissions than you might otherwise pay through another broker-dealer that offers the same types of services. Not all advisers require their clients to direct brokerage. Aggregated Trades We combine multiple orders for shares of the same securities purchased for discretionary advisory accounts we manage (this practice is commonly referred to as "aggregated trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. Generally, participating accounts will pay a fixed transaction cost regardless of the number of shares transacted. In certain cases, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs on any given day. In the event an order is only partially filled, the shares will be allocated to participating accounts in a fair and equitable manner, typically in proportion to the size of each client’s order. Accounts owned by our firm or persons associated with our firm may participate in aggregated trading with your accounts; however, they will not be given preferential treatment. The Third Party Money Manager (TOMM) exercises due care to reasonably ensure that it places the interests of its clients first and to allocate investment opportunities fairly and equitably and in accordance with regulatory requirements. It may not be possible for one or more of the accounts to receive the same price or execution on financial instruments purchased or sold on behalf of the accounts as the prices or executions obtained for other clients, funds or accounts managed by the Investment Manager. Clients should review Item 12. Brokerage Practices of the TPMM's disclosure document for additional information on trade aggregation. Item 13 Review of Accounts We will monitor your accounts on an ongoing basis and will conduct account reviews at least annually, to ensure the advisory services provided to you are consistent with your investment needs and  objectives. Additional reviews may be conducted based on various circumstances, including, but not limited to: • contributions and withdrawals; • year-end tax planning; • market moving events; • security specific events; • changes in your risk/return objectives. Either the Chief Investment Officer, a Senior Financial Advisor, or a Financial Advisor will conduct the review of your account. We will provide you with additional or regular written reports in conjunction with account reviews. Reports we provide to you will contain relevant account and/or market-related information such as an inventory of account holdings and account performance, etc. You will receive trade confirmations and monthly or quarterly statements from your account custodian(s). At a minimum, advisor will review financial plans annually for Investment Management clients. These reviews are provided as part of the contracted services. We do not assess additional fees for financial plan reviews. Generally, we will contact you periodically to determine whether any updates may be needed based on changes in your circumstances. Changed circumstances may include, but are not limited to marriage, divorce, birth, death, inheritance, lawsuit, retirement, job loss and/or disability, among others. We recommend meeting with you at least annually to review and update your plan if needed. If you implement financial planning advice through your investments, you will receive trade confirmations and monthly or quarterly statements from relevant custodians. Item 14 Client Referrals and Other Compensation We do not receive any compensation from any third party in connection with providing investment advice to you nor do we compensate any individual or firm for client referrals. Refer to the Brokerage Practices section above for disclosures on research and other benefits we may receive resulting from our relationship with your account custodian. Item 15 Custody Your independent custodian will directly debit your account(s) for the payment of our advisory fees based on a quarterly fee billing that is to the custodian. At the same time, we will provide you a client notification itemizing the fee. The 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. You should compare client notifications with the statements from your account custodian(s) to reconcile the information reflected on each statement. If you have a question regarding your account statement, or if you did not receive a statement from your custodian, contact us immediately at the telephone number on the cover page of this brochure. Trustee Services Persons associated with our firm may serve as trustees to certain accounts for which we also provide investment advisory services. In all cases, the persons associated with our firm have been appointed trustee as a result of a family or personal relationship with the trust grantor and/or beneficiary and not as a result of employment with our firm. Therefore, we are not deemed to have custody over the advisory accounts for which persons associated with our firm serve as trustee. Wire Transfer and/or Standing Letter of Authorization Our firm, or persons associated with our firm, may effect wire transfers from client accounts to one or more third parties designated, in writing, by the client without obtaining written client consent for each separate, individual transaction, as long as the client has provided us with written authorization to do so. Such written authorization is known as a Standing Letter of Authorization (SLOA). An adviser with authority to conduct such third party wire transfers has access to the client's assets, and therefore has custody of the client's assets in any related accounts. However, we do not have to obtain a surprise annual audit, as we otherwise would be required to by reason of having custody, as long as we meet the following criteria: • You provide a written, signed instruction to the qualified custodian that includes the third party’s name and address or account number at a custodian; • You authorize us in writing to direct transfers to the third party either on a specified schedule or from time to time; • Your qualified custodian verifies your authorization (e.g., signature review) and provides a transfer of funds notice to you promptly after each transfer; • You can terminate or change the instruction; • We have no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party; • We maintain records showing that the third party is not a related party to us nor located at the same address as us; • Your qualified custodian sends you, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. We hereby confirm that we meet the above criteria  Item 16 Investment Discretion Before we can buy or sell securities on your behalf, you must first sign our discretionary investment management agreement and the appropriate trading authorization forms. You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. You may specify investment objectives, guidelines, and/or impose certain conditions or investment parameters for your account(s). For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specific industry or security. Refer to the Advisory Business section in this brochure for more information on our discretionary management services. Item 17 Voting Client Securities Per SEC Rule 206(4)-6, we have adopted written policies and procedures that are reasonably designed to ensure that we vote client securities in the best interest of clients. We mitigate conflicts of interest by using iconiq and As You Sow as both a proxy management system that simplifies the receiving and processing of institutional proxies, including meeting notifications, voting, tracking, mailing, reporting, record maintenance, and vote disclosure and their proxy voting guidelines. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests of shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuer's board of directors and management, and maintain or increase the rights of shareholders. Generally, proxy votes will be cast against proposals having the opposite effect. However, we will consider both sides of each proxy issue. Unless otherwise directed by the client in the advisory agreement, Adviser shall (a) vote proxies for securities held in client’s accounts on behalf of client pursuant to Adviser’s proxy voting policies and procedures then in effect, and (b) directly receive proxy voting materials on behalf of client. If a client decides to directly receive proxy voting materials and vote proxies, we will not advise on any elections related to legal proceedings, including but not necessarily limited to bankruptcies or class actions. The TPMM is responsible for voting all proxies for securities under their management in accordance with their proxy voting guidelines. The TPMM may utilize a third-party proxy voting service. We keep certain records required by applicable law in connection with our proxy voting activities. You may obtain information on how we voted proxies and/or obtain a full copy of our proxy voting policies and procedures by making a written or oral request to our firm. Item 18 Financial Information Our firm does not have any financial condition or impairment that would prevent us from meeting our  contractual commitments to you. We do not take physical custody of client funds or securities, or serve as trustee or signatory for client accounts, and we do not require the prepayment of more than $1200 in fees six or more months in advance. Therefore, we are not required to include a financial statement with this brochure. We have not filed a bankruptcy petition at any time in the past ten years. Item 19 Requirements for State-Registered Advisers We are a federally registered investment adviser; therefore, we are not required to respond to this item. Item 20 Additional Information Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. IRA Rollover Considerations As part of our investment advisory services to you, we may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will manage on your behalf. 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 set forth in the agreement you executed with our firm. This practice presents a conflict of interest because persons providing investment advice on our 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. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. 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: 1. Leaving the funds in your employer's (former employer's) plan.  2. Moving the funds to a new employer’s retirement plan. 3. Cashing out and taking a taxable distribution from the plan. 4. Rolling 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 here are a few points to consider before you do so: • 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. • Employer retirement plans generally have a more limited investment menu than IRAs. • Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds. • Your current plan may have lower fees than our fees. • 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. • 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. • Our strategy may have higher risk than the option(s) provided to you in your plan. • Your current plan may also offer financial advice. • If you keep your assets titled in a 401k or retirement account, you could potentially delay your required minimum distribution beyond age 73. • Your 401k may offer more liability protection than a rollover IRA; each state may vary. • 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 with an attorney if you are concerned about protecting your retirement plan assets from creditors. • You may be able to take out a loan on your 401k, but not from an IRA. • 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. • If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. • 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.