CLARFELD FINANCIAL ADVISORS, LLC

1 Cover Page CLARFELD FINANCIAL ADVISORS, LLC Disclosure Brochure Form ADV Part 2A March 31, 2025 520 White Plains Road Tarrytown, New York 10591 Telephone: (914) 846-0100 www.Citizensbank.com/Privatewealth This brochure provides information about the qualifications and business practices of Clarfeld Financial Advisors, LLC, a subsidiary of Citizens Bank, N.A. (the “Registrant”). The Registrant operates under the tradename Citizens Private Wealth. If you have any questions about the contents of this brochure, please contact David Shore, Chief Compliance Officer of Citizens Wealth Management or Jeffrey Severe, Deputy Chief Compliance Officer of Citizens Wealth Management at (609)- 306-5482 . 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. information about Clarfeld Financial Advisors, LLC also is available on the SEC’s website at Additional www.adviserinfo.sec.gov. References herein to Clarfeld Financial Advisors, LLC as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  Item 2 Material Changes The following material changes have been made to the Registrant’s Brochure since the amended filing on April 18, 2024: Changes to the Fixed Income Strategies Program, including options available within that program. Changes to the range of fees that Registrant charges for its Investment Advisory Services. The Registrant has added unaffiliated private investment funds as a class of investment that it may recommend to clients in appropriate situations. The last annual update of the Registrant’s Brochure was March 20, 2024. Item 3 Table of Contents Item 1 Cover Page ....................................................................................................................................... 1 Item 2 Material Changes .............................................................................................................................. 2 Item 3 Table of Contents ............................................................................................................................. 2 Item 4 Advisory Business ............................................................................................................................ 3 Item 5 Fees and Compensation .................................................................................................................. 10 Item 6 Performance-Based Fees and Side-by-Side Management .............................................................. 13 Item 7 Types of Clients .............................................................................................................................. 13 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ....................................................... 13 Item 9 Disciplinary Information ............................................................................................................... 20 Item 10 Other Financial Industry Activities and Affiliations ...................................................................... 20 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................. 22 Item 12 Brokerage Practices ....................................................................................................................... 23 Item 13 Review of Accounts ....................................................................................................................... 25 Item 14 Client Referrals and Other Compensation ..................................................................................... 26 Item 15 Custody .......................................................................................................................................... 26 Item 16 Investment Discretion .................................................................................................................... 27 Item 17 Voting Client Securities ................................................................................................................. 27 Item 18 Financial Information .................................................................................................................... 28 2  Item 4 Advisory Business A. Clarfeld Financial Advisors, LLC (the “Registrant”) is a firm specializing in investment advisory services which has been in business since 1981. The firm became registered as an Investment Adviser Firm in February 1992. The Registrant features strong, dedicated leadership through its executive management team. With a staff of over 160, including 26 branch offices the Registrant offers high net worth individuals and their families, access to a team of skilled professionals. The Registrant also conducts advisory business under the name Citizens Private Wealth. B. The Registrant offers to its clients (individuals, pension and profit-sharing plans, business entities, trusts, estates, and charitable organizations, etc.) investment advisory services, including discretionary and non-discretionary investment management and to a limited extent may provide investment consulting services on a fee basis. The Registrant’s investment advisory platform is predicated on establishing an appropriate long-term asset allocation given each client’s unique lifestyle goals and cash flow needs. The Registrant’s platform is open-architecture, meaning that the Registrant is able to select any investment manager for its platform, so long as the selection of a particular investment manager will not result in an undisclosed conflict of interest. Managers are selected to populate client portfolios based upon their investment merits, including their management, philosophy, process, and track record. and macro-economic conditions warrant The Registrant will tactically alter a client’s long-term asset allocation from time to a more time when market conservative/aggressive posture relative to the baseline allocation. The Registrant largely takes a discretionary approach however clients that engage the Registrant on a non-discretionary basis will have recommendations discussed and require the written consent of the client prior to implementation. IMPORTANT INFORMATION ABOUT OUR SERVICES Wealth Management Services. The Registrant does not generally provide wealth management services. However, to the extent requested by the client, the Registrant recommends the services of Citizens Bank, N.A., which includes banking, personal financial planning, advanced estate planning, tax planning and preparation, family office services/bill paying, trust administration, and asset protection services. Furthermore, to the extent requested by a client, the Registrant also recommends the services of other professionals for certain non-investment implementation purposes (i.e., attorneys, accountants, insurance, etc.), including certain of Registrant’s 3  the services of any recommended professional. The representatives, in their individual capacities as licensed insurance agents of Estate Preservation Services, LLC (“EPS”), an affiliated New York licensed insurance agency and certain of Registrant’s representatives, in their separate individual capacities as registered representatives of Citizens Securities, Inc., an affiliated SEC-registered and FINRA Member broker-dealer (See disclosure at Items 10.C). The client is under no client retains obligation to engage absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Neither the Registrant, nor any of its representatives, serves as an attorney or accountant and no portion of the Registrant’s services should be construed as same. Please see Item 10 for a discussion of conflicts related to recommendations of our affiliated firms to our advisory clients. It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. Registrant offers the following investment strategies: Fixed Income Strategies. Registrant offers Fixed Income strategies that focus on managing fixed income investments held in client portfolios. Typically, the Fixed Income team selects fixed income investments driven by the effective after-tax returns available on various bond classes. Portfolio holdings managed by the team primarily consist of municipal, U.S. Government, U.S. Agency and corporate debt. To the extent suitable and appropriate, the Registrant allocates, on a discretionary basis, or recommends, on a non-discretionary basis, that a portion of a Client’s investment portfolio be managed by the Fixed Income team. Clients are required to execute a separate Fixed Income addendum before any portion of their assets can be managed within the Fixed Income Strategies. 1. Tax-Exempt Bond Strategies a. Intermediate Tax-Exempt Strategy. The Intermediate Tax-Exempt Strategy primarily invests in fixed income securities within a 0–10-year maturity range, with a maximum maturity of 15 years. The risk objective for the intermediate bond strategy aims to balance risk and return by investing in bonds with medium-term maturities. The strategy can utilize U.S. municipal obligations (both taxable and tax-exempt), cash and custodial approved investment grade money market funds, and US Government and Agency securities. The Intermediate Tax-Exempt Strategy replaces both the Moderate Term Municipal and Moderate Plus Municipal strategies previously offered by Registrant. b. Short Tax-Exempt Strategy. The Short Tax-Exempt bond strategy primarily invests in fixed income securities within a 0–5-year maturity range, with a maximum maturity of 10 calendar years. The risk objective for the short bond strategy aims to balance moderate returns with lower volatility and principal 4  preservation compared to longer-term bonds. The strategy can utilize U.S. municipal obligations (both taxable and tax-exempt), cash and custodial approved investment grade money market funds, and US Government and Agency securities. The Short Tax-Exempt Strategy replaces the Short-Term Municipal strategy previously offered by Registrant. 2. Taxable Bond Strategies a. Intermediate Taxable Strategy. The Intermediate Taxable bond strategy primarily invests in securities within a 0–10-year maturity range, with a maximum maturity of 15 calendar years. The risk objective for the intermediate bond strategy aims to balance risk and return by investing in bonds with medium-term maturities. The strategy can utilize US Government and Agency securities, US corporate securities and commercial paper, FDIC insured Certificates of Deposit, US municipal securities, and cash and custodial approved investment grade money market funds. The Intermediate Taxable Strategy replaces the Moderate Term Taxable strategy offered by Registrant. b. Short Taxable Strategy. The Short Taxable bond strategy primarily invests in securities within a 0–5-year maturity range, with a maximum maturity of 10 calendar years. The risk objective for the short bond strategy aims to balance moderate returns with lower volatility and principal preservation compared to longer-term bonds. The strategy can utilize US Government and Agency securities, US corporate securities and commercial paper, FDIC insured Certificates of Deposit, US municipal securities, and cash and custodial approved investment grade money market funds. The Short Taxable Strategy replaces the Short-Term Taxable strategy previously offered by Registrant. For each Fixed Income Strategy, the credit requirements are for securities to be of investment grade as determined by at least one Nationally Recognized Statistical Rating Organization (NRSRO), with a minimum rating of BBB-/, Baa3, or BBB- from S&P, Moody’s, or Fitch, respectively. The quality, maturity, and/or sector of the investments in any of the Fixed Income Strategies can be customized as needed to meet a client’s objectives and needs. Assets allocated to the Taxable and Tax-Exempt bond strategies directly above are generally excluded from Registrant’s standard investment fee schedule and are instead subject to a separate fee schedule described below in Item 5. The Large Cap Strategy (the “LCS”). The LCS focuses on managing US large cap equity investments held in client portfolios. The LCS utilizes a factor-based screening process to score and rank securities in the S&P 500 Index, focused on high quality companies with reasonable valuation exhibiting improvement. Further analysis is conducted to determine the issuer's competitive position, financial strength, industry attractiveness, and outlook. The LCS portfolio is constructed utilizing highly ranked securities from the quantitative screen as well as qualitative research conducted by the LCS’s team to balance risk and return over the long-term. 5  To the extent suitable and appropriate, the Registrant allocates, on a discretionary basis, or recommends, on a non-discretionary basis, that a portion of a Client’s investment portfolio be managed within the LCS. Clients will be required to execute a separate addendum before any portion of their assets can be managed within the LCS. Fees associated (20 bps per annum) with the LCS management are in addition to the Registrant’s ongoing investment advisory fee. Liquidity Management Strategy (formerly Short-Term Asset Management (“STAM”). The Liquidity Management Strategy is an ultra-short-term bond strategy that generally invests in securities between 0-2 years. The risk objective of the strategy in order of priority is safety and preservation of principal, liquidity, and yield. The strategy can utilize US Government and Agency securities, US corporate Securities and commercial paper, FDIC insured Certificates of Deposit, US Municipal Securities and Cash and custodial approved investment grade money market funds. The quality, maturity, and/or sector of the investments in this strategy can be customized as needed to meet a client’s objectives and needs. Assets allocated to the Liquidity Management Strategy generally are excluded from the Registrant’s standard investment advisory fee calculation and instead subject to the fee schedule noted in Item 5. Retirement Plan Consulting Services. The Registrant also provides retirement plan consulting/management services, pursuant to which it assists sponsors of self-directed retirement plans organized under the Employee Retirement Security Act of 1974 (“ERISA”). The terms and conditions of the engagement are set forth in a Retirement Plan Services Agreement between the Registrant and the plan sponsor. Use of Mutual Funds. Most mutual funds are available directly to the public. Therefore, a prospective client may obtain many of the mutual funds that we utilize independent of engaging our services as an investment adviser. However, if a prospective client determines to do so, he/she will not receive our initial and ongoing investment advisory services. Use of DFA Mutual Funds. The Registrant utilizes mutual funds issued by Dimensional Fund Advisors (“DFA”). DFA funds are generally only available through registered investment advisers approved by DFA. Therefore, if the client were to terminate the Registrant’s services, and transition to another adviser who has not been approved by DFA to utilize DFA funds, restrictions regarding additional purchases of, or reallocation among other DFA funds, will generally apply. Separate Fees. Mutual funds and exchange traded funds (“ETFs”) impose fees at the fund level (e.g., management fees and other fund expenses). All such fees are separate from, and in addition to, Registrant’s investment advisory fee as described at Item 5. The payment of these fees is subject to negotiation. Registrant in most instances does not rebate the cost of these fees to a Client’s account. 6  Non-Discretionary Service Limitations. Clients who engage the Registrant on a non- discretionary investment advisory basis must be willing to accept that the Registrant cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Therefore, in the event that the Registrant would like to make a transaction for a client's account (including in the event of an individual holding or general market correction), and the client is unavailable, the Registrant will be unable to affect the account transaction(s) (as it would for its discretionary clients) without first obtaining the client’s consent. in accordance with the client’s designated Independent Managers. The Registrant also allocates (and/or recommends that a client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers investment objective(s). In such situations, these Independent Manager(s) have day-to-day responsibility for the active discretionary management of the allocated assets. The Registrant remains responsible for the provision of investment advisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which the Registrant considers in recommending Independent Manager(s) include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The annual investment management fee charged by the Independent Manager(s) (which ranges from 0.06% to 1.50% of the assets allocated to the Independent Manager(s); fees for equity managers are generally higher than those for fixed income managers) is separate from, and in addition to, the Registrant’s advisory fee as set forth in the fee schedule at Item 5. Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). The Registrant does not make recommendations regarding client rollovers. To the extent requested, Registrant may provide clients with certain educational information to assist the client with making a decision regarding a potential rollover. No client is under any obligation to roll over retirement plan assets to an account managed by the Registrant, whether it is from an employer’s plan or an existing IRA. Portfolio Activity. The Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, the Registrant reviews client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when the Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. 7  Unaffiliated Private Investment Funds. Registrant also provides investment advice regarding private investment funds. Registrant, on a non-discretionary basis, recommends that certain accredited and qualified clients consider an investment in private investment funds, the description of which (the terms, conditions, risks, conflicts and fees, including incentive compensation) is set forth in the fund’s offering documents. Registrant’s role relative to unaffiliated private investment funds is limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become an investor in an unaffiliated private fund, the amount of assets invested in the fund(s) is included as part of “assets under management” for purposes of Registrant calculating its investment advisory fee. Registrant’s fee is in addition to the fund’s fees. Valuation. In the event that Registrant references private investment funds owned by the client on any supplemental account reports prepared by Registrant, the value(s) for all private investment funds owned by the client reflects the most recent valuation provided by the fund sponsor. However, if subsequent to purchase, the fund has not provided an updated valuation, the valuation shall reflect the initial purchase price. If subsequent to purchase, the fund provides an updated valuation, then the statement will reflect that updated value. The updated value will continue to be reflected on the report until the fund provides a further updated value. As result of the valuation process, if the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s fund holding(s) could be significantly more or less than the value reflected on the report. Unless otherwise indicated, Registrant calculates its fee based upon the latest value provided by the fund sponsor. Client Obligations. In performing its services, the Registrant shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising the Registrant’s previous recommendations and/or services. Client Retirement Plan Assets. If requested to do so, Registrant provides investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, Registrant shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the 401(k) platform. Registrant’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. Registrant will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify Registrant of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. Registrant does not maintain 8  or advocate an ESG investment strategy but will seek to employ ESG if directed by a client to do so. If implemented, Registrant shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. Other Assets. A client may: • hold securities that were purchased at the request of the client or acquired prior to the client’s engagement of the Registrant. Generally, with potential exceptions, the Registrant does not/would not recommend nor follow such securities, and absent mitigating tax consequences or client direction to the contrary, would prefer to liquidate such securities. If/when liquidated, it should not be assumed that the replacement securities purchased by the Registrant will outperform the liquidated positions. To the contrary, different types of investments involve varying degrees of risk, and there can be no assurance that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by the Registrant) will be profitable or equal any specific performance level(s)In addition, there may be other securities and/or accounts owned by the client for which the Registrant does not maintain custodian access and/or trading authority; and, • hold other securities and/or own accounts for which the Registrant does not maintain custodian access and/or trading authority. Corresponding Services/Fees: When agreed by the Registrant, the Registrant shall: (1) remain available to discuss these securities/accounts on an ongoing basis at the request of the client; (2) monitor these securities/accounts on a regular basis, including, where applicable, rebalancing with client consent;(3) shall generally consider these securities as part of the client’s overall asset allocation; and, (4) report on such securities/accounts as part of regular reports that may be provided by the Registrant; and, (5) include the market value of all such securities for purposes of calculating advisory fee. C. The Registrant provides investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant allocates and/or recommends that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. The Registrant does not participate in a wrap fee program. E. As of December 31, 2024, the Registrant had $2,331,112,000 in assets under management on a non-discretionary basis and $9,851,833,000 in assets under management on a discretionary basis. 9  The Registrant has total regulatory assets under management of $12,182,945,000 and an additional $4,161,138,000 of assets under advisement (assets for which the Registrant provides services but does not maintain trading authority). Item 5 Fees and Compensation A. INVESTMENT ADVISORY SERVICES The Registrant’s annual investment advisory fee for individual clients is based upon a percentage (%) of the market value, scope of services, and type of assets placed under the Registrant’s management. The Registrant’s fee schedule is negotiable, but generally ranges between 0.10% and 2.0%, which can include an annual percentage rate charged on the total assets managed (i.e., not on a tiered basis), an annual fee charged on a percentage of the market value of the assets subject to the fee within incremental fee tiers (i.e., on a tiered basis), or a flat fee. Standalone Fixed Income Only engagements in which assets are allocated only to the Taxable and/or Tax-Exempt bond strategies are subject to the following separate fee schedule: Market Value of Portfolio % of Assets First $10,000,000 0.40% per annum (0.10% quarterly) Next $10,000,000 0.35% per annum (0.0875% quarterly) Next $15,000,000 0.25% per annum (0.0625% quarterly) Next $15,000,000 0.20% per annum (0.05% quarterly) Assets in excess of $50,000,000 0.10% per annum (0.025% quarterly) * Large Cap Strategy – As discussed above, to the extent a portion of a client’s investment portfolio is allocated within the LCS, the assets allocated are subject to an additional fee of 0.20% per annum (0.05% quarterly), as set forth in the LCS addendum. Liquidity Management Strategy – As discussed above, to the extent a portion of a client’s investment portfolio is allocated within the Liquidity Management Strategy, the assets allocated are excluded from the Registrant’s standard investment adviser fee calculation and instead subject to a fee of between 0.05% and 0.25% per annum, as set forth in the Liquidity Management Strategy advisory agreement and/or addendum. This fee is negotiable based upon various factors, including the account size, nature and size of the client’s relationship with the Registrant, and/or asset class. Retirement Plan Consulting Services. The terms and conditions of the Registrant’s retirement plan consulting services are generally be set forth in an agreement between the Registrant and the plan sponsor. Registrant’s negotiable retirement plan consulting fees generally range between 0.10% and 0.40% of the value of plan assets under 10  advisement, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Cash Positions. The Registrant generally treats cash an as asset class. As such, unless determined by the contrary by the Registrant, all cash positions (money markets, etc.) are included as part of assets under management for purposes of calculating the Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), the Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, the Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. B. Clients typically elect to have the Registrant’s advisory fees deducted from their custodial account. Both the Registrant's Investment Advisory Agreement and the custodial/clearing agreement authorize the custodian to debit the account for the amount of the Registrant's investment advisory fee and to directly remit that management fee to the Registrant in compliance with regulatory procedures. In the limited event that the Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice. The Registrant deducts fees and/or bill clients quarterly, in arrears, based upon the market value of the assets on the last business day of the previous quarter. C. As discussed below, unless the client directs otherwise or an individual client’s circumstances require, the Registrant generally recommends that Charles Schwab and Co., Inc. (“Schwab”), Fidelity Brokerage Services, LLC (“Fidelity”) and/or Pershing, LLC (“Pershing”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab, Fidelity and Pershing charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and markdowns charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees)differ depending upon the broker-dealer/custodian. Although certain custodians, including Schwab, and Fidelity (with the potential exception for large orders) do not currently charge fees on individual equity transactions (including ETFs), Pershing and others do. Pershing currently charges a transaction fee of $8.00 on shares up to 4,999. Transactions for more than 4,999 shares are charged an additional $0.01 per share. There can be no assurance that Schwab, or Fidelity will not change their transaction fee pricing in the future. Clients incur, in addition to Registrant’s investment management fee, brokerage commissions and/or transaction fees, and, relative to all mutual fund and exchange 11  traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). Tradeaway/Prime Broker Fees. When seeking to purchase individual equity and/or fixed income securities for client accounts, the Registrant either purchases the securities from the custodian or, when it determines beneficial to the client (as to potential better price execution and/or inventory), engage in a “tradeaway” transaction. In a tradeaway transaction, the Registrant seeks to execute the transaction with a broker-dealer other than the account custodian, and then have the executing broker- dealer deliver the security into the custodian account. In such event, the client account will generally incur two transaction fees: the fee (transaction or mark-up/down) charged by the executing broker-dealer and a “tradeaway” fee charged by the account custodian. Additionally, the client may be subject to brokerage commissions and/or transaction fees for transactions in non-securities investment products. Any tradeaway transactions are subject to the Registrant’s best execution obligations. D. The Registrant's annual investment advisory fee is prorated and paid quarterly, in arrears, based upon the market value of the assets on the last business day of the previous quarter, including any accrued interest. The Registrant generally requires a $3,000,000 minimum asset level for investment advisory services, however minimum asset level depends on the type of investment management strategy being engaged. The Registrant, in its sole discretion, may reduce its investment management fee and/or reduce or waive its minimum asset requirement based upon certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, competition, negotiations with client, etc.). The Investment Advisory Agreement between the Registrant and the client will continue in effect until terminated by either party by written notice in accordance with the terms of the Investment Advisory Agreement. Upon termination, the Registrant debits the account for the pro-rated portion of the unpaid advisory fee based upon the number of days that services were provided during the billing quarter. In limited circumstances, a client engages the Registrant on a flat annual fee basis. As a result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. 12  Item 6 Performance-Based Fees and Side-by-Side Management Neither the Registrant nor any supervised person of the Registrant accepts performance-based fees. Item 7 Types of Clients The Registrant’s clients shall generally include high net worth individuals and families, senior corporate executives of publicly traded companies, owners of small closely held businesses, professionals, pension and profit-sharing plans, business entities, trusts, estates, and charitable organizations. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. The Registrant may utilize the following methods of security analysis: • Fundamental - (analysis performed on historical and present data, with the goal of making financial forecasts) • Technical – (analysis performed on historical and present data, focusing on price and trade volume, to forecast the direction of prices) The Registrant may utilize the following investment strategies when implementing investment advice given to clients: • Long Term Purchases - (securities held at least a year) • Short Term Purchases - (securities sold within a year) • Trading (securities sold within thirty (30) days) • Short Sales - (contracted sale of borrowed securities with an obligation to make the lender whole) • Margin Transactions - (use of borrowed assets to purchase financial instruments) • Options - (contract for the purchase or sale of a security at a predetermined price during a specific period of time) Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments, non-securities investments and/or 13  investment strategies recommended or undertaken by the Registrant) will be profitable or equal any specific performance level(s). Investing in securities involves risk of loss that clients should be prepared to bear. Investors generally face the following types of investment risks: • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk may be caused by external factors independent of the fund’s specific investments as well as due to the fund’s specific investments. Additionally, each security’s price will fluctuate based on market movement and emotion, which may, or may not be due to the security’s operations or changes in its true value. For example, political, economic, and social conditions may trigger market events which are temporarily negative, or temporarily positive. • Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. Most other non-securities investments are also sensitive to the level and direction of interest rates. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. B. The Registrant’s methods of analysis and investment strategies do not present any significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis the Registrant must have access to current/new market information. The Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, severely limiting the value of the Registrant’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. 14  The Registrant’s primary investment strategies - Long Term Purchases, Short Term Purchases, and Trading - are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer-term investment strategy. Trading, an investment strategy that requires the purchase and sale of securities within a thirty (30) day investment time period, involves a very short investment time period but will incur higher transaction costs when compared to a short-term investment strategy and substantially higher transaction costs than a longer-term investment strategy. In addition to the fundamental investment strategies discussed above, the Registrant may also implement and/or recommend short selling, use of margin, private investment funds, and/or options transactions. Each of these strategies has a high level of inherent risk. (See discussion below). Short Selling. Short selling is an investment strategy with a high level of inherent risk. Short selling involves the selling of assets that the investor does not own. The investor borrows the assets from a third-party lender (i.e., Broker-Dealer) with the obligation of buying identical assets at a later date to return to the third-party lender. Individuals who engage in this activity shall only profit from a decline in the price of the assets between the original date of sale and the date of repurchase. Conversely, the short seller will incur a loss if the price of the assets rises. Other costs of shorting may include a fee for borrowing the assets and payment of any dividends paid on the borrowed assets. Margin is an investment strategy with a high level of inherent risk. A margin transaction occurs when an investor uses borrowed assets to purchase financial instruments. The investor generally obtains the borrowed assets by using other securities as collateral for the borrowed sum. The effect of purchasing a security using margin is to magnify any gains or losses sustained by the purchase of the financial instruments on margin. To the extent that a client authorizes the use of margin, and margin is thereafter employed by the Registrant in the management of the client’s investment portfolio, the market value of the client’s account and corresponding fee payable by the client to the Registrant may be increased. As a result, in addition to understanding and assuming the additional principal risks associated with the use of margin, clients authorizing margin are advised of the potential conflict of interest whereby the client’s decision to employ margin may correspondingly increase the management fee payable to the Registrant. Accordingly, the decision as to whether to employ margin is left totally to the discretion of client. Margin Accounts: Risks/Conflict of Interest. The Registrant does not recommend the use of margin for investment purposes. A margin account is a brokerage account that allows investors to borrow money to buy securities and/or for other non-investment borrowing purposes. The broker/custodian charges the investor interest for the right to borrow money and uses the securities as collateral. By using borrowed funds, the customer is employing leverage that will magnify both account gains and losses. 15  Should a client determine to use margin, the Registrant will include the entire market value of the margined assets when computing its advisory fee. Accordingly, the Registrant’s fee shall be based upon a higher margined account value, resulting in the Registrant earning a correspondingly higher advisory fee. As a result, the potential of conflict of interest arises since the Registrant may have an economic disincentive to recommend that the client terminate the use of margin. The use of margin can cause significant adverse financial consequences in the event of a market correction. Options Strategies. The Registrant may engage in options transactions for the purpose of hedging risk and/or generating portfolio income. The use of options transactions as an investment strategy involves a high level of inherent risk. Option transactions establish a contract between two parties concerning the buying or selling of an asset at a predetermined price during a specific period of time. During the term of the option contract, the buyer of the option gains the right to demand fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security depending upon the nature of the option contract. Generally, the purchase or the recommendation to purchase an option contract by the Registrant shall be with the intent of offsetting/“hedging” a potential market risk in a client’s portfolio. Although the intent of the options-related transactions that may be implemented by the Registrant is to hedge against principal risk, certain of the options-related strategies (i.e., straddles, short positions, etc.), may, in and of themselves, produce principal volatility and/or risk. Therefore, a client must be willing to accept these enhanced volatility and principal risks associated with such strategies. In light of these enhanced risks, client may direct the Registrant, in writing, not to employ any or all such strategies for his/her/their/its accounts. There can be no guarantee that an options strategy will achieve its objective or prove successful. No client is under any obligation to enter into any option transactions. However, if the client does so, he/she must be prepared to accept the potential for unintended or undesired consequences (i.e., losing ownership of the security, incurring capital gains taxes). Private Investment Funds. Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that the client is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment. Registrant’s investment advisory fee disclosed at Item 5 below is in addition to the fees payable to the private fund. Securities Based Loans. Registrant does not generally recommend the use of securities-based loans (“SBLs”) as an investment strategy, in which the client would leverage borrowed assets as collateral for the purchase of additional securities. 16  However, Registrant may recommend that a client establish an account with the client’s broker-dealer/custodian or their affiliated banks (each, an “SBL Lender”) to access SBLs for financial planning and cash flow management purposes. For example, Registrant may deem it advisable for a client to borrow money on margin to pay bills or other expenses such as financing the purchase, construction, or maintenance of a real estate project. Unlike a traditional real estate-backed loan, an SBL has the potential benefit of: enabling borrowers to access to funds in a shorter period of time, providing greater repayment flexibility, and may also result in the borrower receiving certain tax benefits. The terms and conditions of each SBL are contained in a separate agreement between the client and the SBL Lender selected by the client, which terms and conditions may vary from client to client. SBLs are not suitable for all clients and is subject to certain risks, including but not limited to: increased market risk, increased risk of loss, especially in the event of a significant downturn; liquidity risk; the potential obligation to post collateral or repay the SBL if the SBL Lender determines that the value of collateralized securities is no longer sufficient to support the value of the SBL; the risk that the SBL Lender may liquidate the client’s securities to satisfy its demand for additional collateral or repayment / the risk that the SBL Lender may terminate the SBL at any time. Before agreeing to participate in an SBL program, clients should carefully review the applicable SBL agreement and all risk disclosures provided by the SBL Lender including the initial margin and maintenance requirements for the specific program in which the client enrolls, and the procedures for issuing “margin calls” and liquidating securities and other assets in the client’s accounts. Bank Obligations, including bonds and certificates of deposit, may be vulnerable to setbacks or volatility in the banking industry. Banks and other financial institutions are greatly affected by interest rates and may be adversely affected by downturns in the U.S. and foreign economies or changes in banking regulations. ESG Investing Limitations/Risk. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Registrant), there can be no assurance that investment in ESG securities or funds will be profitable or prove successful. Cybersecurity Risk. The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls that are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant 17  interruptions in Registrant’s operations and/or result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. In accordance with Regulation S-P, the Registrant is committed to protecting the privacy and security of its clients' non-public personal information by implementing appropriate administrative, technical, and physical safeguards. Registrant has established processes to mitigate the risks of cybersecurity incidents, including the requirement to restrict access to such sensitive data and to monitor its systems for potential breaches. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur financial losses and/or other adverse consequences. Although the Registrant has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that the Registrant does not control the cybersecurity measures and policies employed by third-party service providers, issuers of securities, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchanges, and other financial market operators and providers. In compliance with Regulation S-P, the Registrant will notify clients in the event of a data breach involving their non-public personal information as required by applicable state and federal laws. C. Currently, the Registrant primarily allocates client investment assets among various mutual funds, ETFs, and Independent Manager(s)), on a discretionary and nondiscretionary basis in accordance with the client’s designated investment objective(s).. Transactions for the client’s account(s) shall be executed on either a discretionary (without prior approval by the client) or nondiscretionary (with prior approval by the client) basis per the terms and conditions of the investment advisory agreement executed between the client and the Registrant. The Registrant utilizes an investment advisory platform that is predicated on establishing an appropriate long-term asset allocation given each client’s unique lifestyle goals and cash flow needs. The Registrant’s platform is open-architecture, meaning that the Registrant is able to select any investment manager for its platform, so long as the selection of a particular investment manager will not result in a conflict of interest. Managers are selected to populate client portfolios based upon their investment merits, including their management, philosophy, process, and track record. The Registrant will tactically alter the long-term asset allocation from time to time when market and macro-economic conditions warrant a more conservative/aggressive posture relative to the baseline allocation. The Registrant may also allocate investment management assets of its client accounts, on a discretionary basis, among one or more of its asset allocation models. Registrant’s asset allocation model administration has been designed to comply with the requirements of Rule 3a-4 of the Investment Company Act of 1940. Rule 3a-4 provides similarly managed investment programs with a non-exclusive safe harbor from the definition of an investment company. In accordance with Rule 3a-4, the following 18  disclosure is applicable to Registrant’s management of client assets asset allocation models: 1. Initial Interview – at the opening of the account, the Registrant, through its designated representatives, shall obtain, from the client, information sufficient to determine the client’s financial situation and investment objectives; 2. Individual Treatment - the account is managed on the basis of the client’s financial situation and investment objectives; 3. Quarterly Notice – at least quarterly the Registrant shall notify the client to advise the Registrant whether the client’s financial situation or investment objectives have changed, or if the client wants to impose and/or modify any reasonable restrictions on the management of the account; 4. Annual Contact – at least annually, the Registrant shall contact the client to determine whether the client’s financial situation or investment objectives have changed, or if the client wants to impose and/or modify any reasonable restrictions on the management of the account; 5. Consultation Available – the Registrant shall be reasonably available to consult with the client relative to the status of the account; 6. Quarterly Report – the client shall be provided with a quarterly report for the account for the preceding period; 7. Ability to Impose Restrictions – the client shall have the ability to impose reasonable restrictions on the management of the account, including the ability to instruct the Registrant not to purchase certain securities; 8. No Pooling – the client’s beneficial interest in a security does not represent an undivided interest in all the securities held by the custodian, but rather represents a direct and beneficial interest in the securities which comprise the account; 9. Separate Account - a separate account is maintained for the client with the Custodian; 10. Ownership – each client retains indicia of ownership of the account (e.g., right to withdraw securities or cash, exercise or delegate proxy voting, and receive transaction confirmations). than that charged by other The Registrant believes that its annual investment management fee is reasonable in relation to: (1) the advisory services provided under the Investment Advisory Agreement; and (2) the fees charged by other investment advisers offering similar services/programs. However, Registrant’s annual investment advisory fee may be investment advisers offering similar higher services/programs. In addition to Registrant’s annual investment management fee, the client will also incur charges imposed directly at the mutual and exchange traded fund level (e.g., management fees and other fund expenses). 19  Registrant’s investment programs may involve above-average portfolio turnover which could negatively impact upon the net after-tax gain experienced by an individual client in a taxable account. Item 9 Disciplinary Information The Registrant has not been the subject of any disciplinary actions. Item 10 Other Financial Industry Activities and Affiliations A. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a broker-dealer. B. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. Citizens Bank, N.A., Member FDIC. is a federally chartered bank (the “Bank”), headquartered in Providence, Rhode Island, providing retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations, and institutions. The Registrant, as a wholly owned subsidiary of the Bank, recommends the services of Citizens Bank, N.A. to clients. Any recommendation by the Registrant’s representatives to utilize the services of the Bank creates a conflict of interest. Should a client choose to utilize services provided by the Bank, certain of the Registrant’s representatives may earn compensation for the referral. As discussed above in Item 8, the Registrant may recommend that a client establish an SBL account with the Bank for cashflow management purposes. Any recommendation by the Registration to engage the Bank creates a conflict of interest. Should a client choose to open an SBL account with the Bank, the Registrant’s parent company would earn compensation on funds lent which are collateralized by assets managed by the Registrant. Furthermore, the Registrant would continue to fee on the collateralized assets. Therefore, the Registrant would have a disincentive to advise the client to repay their SBL. The Deputy Chief Compliance Officer of Citizens Wealth Management, Jeffrey Severe, remains available to address any questions regarding the conflict of interest presented by the above arrangement. Fidelity Cash Balances Conflict of Interest. The Registrant is a wholly owned subsidiary of Citizens Bank, N.A. (the “Bank”), a national bank headquartered in Providence, Rhode Island. Unless the client directs to the contrary, clients who maintain accounts at Fidelity will have their account cash balances transferred to the Bank. The Bank will pay competitive (but not the highest) interest rates on such cash balances. 20  The Bank earns compensation from the difference in interest credited to your account from such cash balances and the income it earns on the investments made with such cash deposits. The cash balances can also be utilized by the Bank for lending purposes, from which the Bank can also derive compensation. Because of the relationship between the Bank and the Registrant, the arrangement between Fidelity, the Registrant and the Bank creates a conflict of interest because the Registrant’s parent entity, the Bank, shall derive the above economic benefits from the cash sweep arrangement. The higher the cash balance maintained in the account(s), the more revenue the Bank will earn on those cash balances. This may incentivize the Registrant to maintain larger cash balances in the account(s). Despite this conflict, the Registrant will always place the client’s best interest ahead of the Registrant’s and the Bank’s interests. The client can choose to opt-out of the cash sweep arrangement at any time by providing written notice to the Registrant. The Deputy Chief Compliance Officer of Citizens Wealth Management, Jeffrey Severe, remains available to address any questions regarding the conflict of interest presented by the above arrangement. Estate Preservation Services, LLC - Licensed Insurance Agency/Agents. Estate Preservation Services, LLC (“EPS”), is a wholly owned subsidiary of Clarfeld Financial Advisors, LLC, which in turn is wholly owned by Citizens Bank, N.A. Certain of the Registrant’s representatives, in their individual capacities, are licensed insurance agents of the Registrant’s affiliated licensed insurance agency and may recommend the purchase of certain fixed insurance-related products on a commission basis. As referenced in Item 4.B, clients can engage certain of the Registrant’s and representatives to purchase insurance products on a commission basis. Citizens Securities, Inc. Citizens Securities, Inc. (“CSI”), a SEC registered investment adviser, a SEC registered broker-dealer and a FINRA Member firm, is also a subsidiary of Citizens Bank, N.A. Certain of the Registrant’s representatives, in their individual capacities, are also registered representatives as well as investment adviser representatives of Citizens Securities, Inc. Citizens Private Wealth. Citizens Private Wealth is a brand of Citizens Bank, N.A. which offers a broad range of wealth management services, which may include, but are not limited to: financial planning, advanced estate planning, sophisticated tax planning and tax preparation, trust administration, family office/bill paying, risk management and asset protection services. The Registrant may recommend Citizens Private Wealth services to clients. Conflict of Interest. The recommendation by either the Registrant, affiliates and/or representatives that a client utilize the services of Citizens Bank, N.A., CSI, EPS, or Citizens Private Wealth presents a conflict of interest, as the receipt by either the Registrant’s parent company or a subsidiary/affiliate of additional compensation provides an incentive to recommend these additional products and/or services based on compensation to be received, rather than on a particular client’s need. No client is under any obligation to utilize, engage or purchase any services or commission products from the Registrant’s parent company, subsidiaries/affiliates. Clients are reminded that they may choose to use the banking, insurance, broker-dealer 21  and/or wealth management services of other non-affiliated entities. The Deputy Chief Compliance Officer of Citizens Wealth Management, Jeffrey Severe, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. C. The Registrant does not receive, directly or indirectly, compensation from investment advisors that it recommends or selects for its clients. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of the Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of the Registrant’s representatives that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, the Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by the Registrant or any person associated with the Registrant. B. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. C. The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the firm are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons.” The Registrant’s securities transaction policy requires that an Access Person of the Registrant must disclose their current securities holdings within ten (10) days after becoming an Access Person. D. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the firm are in a 22  position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated above in Item 11 C, the Registrant has a personal securities transaction policy in place to monitor the personal securities transaction and securities holdings of each of Registrant’s Access Persons. Item 12 Brokerage Practices the event that the client requests that A. In the Registrant recommend a brokerdealer/custodian for execution and/or custodial services (exclusive of those clients that may direct the Registrant to use a specific broker-dealer/custodian), Registrant generally recommends that investment management accounts be maintained at Schwab, Fidelity and/or Pershing. Prior to engaging Registrant to provide investment management services, the client will be required to enter into a formal Investment Advisory Agreement with the Registrant setting forth the terms and conditions under which the Registrant shall manage the client's assets, and a separate custodial/clearing agreement with each designated broker-dealer/custodian. services, including the value of Factors that the Registrant considers in recommending Schwab, Fidelity and/or Pershing (or any other broker-dealer/custodian to clients) include historical relationship with the Registrant, financial strength, reputation, execution capabilities, pricing, research, and service. Although the commissions and/or transaction fees paid by the Registrant's clients shall comply with the Registrant's duty to seek best execution, a client may pay a commission that is higher than another qualified brokerdealer might charge to affect the same transaction where the Registrant determines, in good faith, that the commission/transaction fee is reasonable. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of broker-dealer research provided, execution capability, commission rates, and responsiveness. Accordingly, although the Registrant will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. The brokerage commissions or transaction fees charged by the designated broker-dealer/custodian are exclusive of, and in addition to, the Registrant's investment management fee. The Registrant’s best price execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. i. Research and Additional Benefits Although not a material consideration when determining whether to recommend that a client utilize the services of a particular brokerdealer/custodian, the Registrant may receive from Schwab, Fidelity and/or Pershing (or another broker- dealer/custodian, or vendor) without cost (and/or at a discount) support services and/or products (which may include direct monetary assistance from Schwab, Fidelity and/or Pershing to obtain certain services or products), certain of which assist the Registrant to better monitor and service client accounts maintained at such institutions. Included within the support services that may be obtained by the 23  Registrant may be investment related research, pricing information and market data, software and other technology that provide access to client account data, compliance and/or practice management-related publications, discounted or gratis consulting services, discounted and/or gratis attendance at conferences, meetings, and other educational and/or social events, marketing support, computer hardware and/or software and/or other products used by the Registrant in furtherance of its investment advisory business operations. Registrant considers a number of factors in selecting brokers and custodians at which to locate (or recommend location of) its client accounts, including, but not limited to, execution capability, experience and financial stability, reputation and the quality of services provided. In selecting Schwab as the broker and custodian for certain of its current and future client accounts, Registrant takes into consideration its arrangement with Schwab as to obtaining price discounts for Schwab’s automatic portfolio rebalancing service for advisors known as “iRebal.” The non-taxable assets excluded from the maintenance and commitment levels described above are those that constitute “plan assets” of plans subject to Title 1 of the Employee Retirement Income Security Act of 1974, amended, or of plans as defined in Section 4975 of the Internal Revenue Code (which include IRAs). If the Registrant does not maintain the relevant level of taxable assets on the Schwab platform, the Registrant may be required to make a penalty fee payment to Schwab calculated on the basis of the shortfall. Although the Registrant believes that the products and services offered by Schwab are competitive in the marketplace for similar services offered by other broker- dealers or custodians, the arrangement with Schwab as to the iRebal service may affect the Registrant’s independent judgment in selecting or maintaining Schwab as the broker or custodian for client accounts. As indicated above, certain of the support services and/or products that may be received may assist the Registrant in managing and administering client accounts. Others do not directly provide such assistance, but rather assist the Registrant to manage and further develop its business enterprise. There is no corresponding commitment made by the Registrant to Schwab, Fidelity and/or Pershing or any other entity to invest any specific amount or percentage of client assets in any specific mutual fund, security, or other investment product as a result of the above arrangement. The Registrant does not receive referrals from unaffiliated broker-dealers. Occasionally, Registrant will receive a referral from affiliated broker-dealer CSI does not execute trades for Registrant’s clients. Directed Brokerage. The Registrant generally recommends that its clients utilize the brokerage and custodial services provided by Schwab, Fidelity and/or Pershing. If the client directs the Registrant to use a different specific broker- dealer/custodian, the client must understand and accept the limitations of such 24  direction. In such client directed arrangements, the client will negotiate terms and arrangements for their account with that broker-dealer, and the Registrant will not seek better execution services or prices from other brokerdealers or be able to "batch" the client’s transactions for execution through other broker-dealers with orders for other accounts managed by the Registrant. As a result, a client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. In the event that the client directs the Registrant to effect securities transactions for the client’s accounts through a specific broker-dealer, the client correspondingly acknowledges that such direction may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that may be available through the Registrant. Higher transaction costs adversely impact account performance. Transactions for directed accounts will generally be executed following the execution of portfolio transactions for non-directed accounts. B. To the extent that the Registrant provides investment management services to its clients, the transactions for each client account generally will be affected independently, unless the Registrant decides to purchase or sell the same securities for several clients at approximately the same time. The Registrant may (but is not obligated to) combine or “bunch” such orders to seek best execution, to negotiate more favorable commission rates or to allocate equitably among the Registrant’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among clients in proportion to the purchase and sale orders placed for each client account on any given day. The Registrant shall not receive any additional compensation or remuneration as a result of such aggregation. The Deputy Chief Compliance Officer of Citizens Wealth Management, Jeffrey Severe, remains available to address any questions that a client or prospective client may have regarding the above arrangement. Item 13 Review of Accounts A. Account reviews are conducted on an ongoing basis by the Registrant's representatives. There is an Investment Policy Committee that meets periodically to discuss and determine investment objectives, investment selections and investment policies to be implemented by the Registrant and its representatives. All investment supervisory clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review financial planning issues (to the extent applicable), investment objectives and account performance with the Registrant on an annual basis. 25  B. The Registrant may conduct account reviews on an other than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. regular written summary statements directly from C. Clients are provided, at least quarterly, with written transaction confirmation notices and the account brokerdealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. Item 14 Client Referrals and Other Compensation A. As referenced in Item 12, we may receive from Schwab, Fidelity or Pershing without cost (and/or at a discount), support services and/or products. There is no corresponding commitment made by the Registrant to Schwab, Fidelity or Pershing or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities, or other investment products as a result of the above arrangements. B. Some of the Registrant’s representatives are compensated on a salary basis, while others receive a percentage of the advisory fees you pay to Registrant. Certain representatives, depending upon their individual professional ability, may receive a performance bonus at year end, while others may receive incentive compensation for introducing new clients to the Registrant. Additionally, certain representatives may be compensated on referrals made to Citizens Bank, N.A. Item 15 Custody The Registrant shall have the ability to have its advisory fee for each client debited by the custodian on a quarterly basis. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. To the extent that the Registrant provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by the Registrant with the account statements received from the account custodian. The account custodian does not verify the accuracy of the Registrant’s advisory fee calculation. The Registrant engages in other practices and/or services on behalf of its clients (trustee services) that require disclosure at the Custody section of Part 1 of Form ADV, which practices and/or services are subject to an annual surprise CPA examination in accordance with the requirements of Rule 206(4)-2 under the Investment Advisers Act 26  of 1940. The Deputy Chief Compliance Officer of Citizens Wealth Management, Jeffrey Severe, remains available to address any questions that a client or prospective client may have regarding custody-related issues. Item 16 Investment Discretion The client can determine to engage the Registrant to provide investment advisory services on a discretionary basis. Prior to the Registrant assuming discretionary authority over a client’s account, client shall be required to execute an Investment Advisory Agreement, naming the Registrant as client’s attorney and agent in fact, granting the Registrant full authority to buy, sell, or otherwise effect investment transactions involving the assets in the client’s name found in the discretionary account. Clients who engage the Registrant on a discretionary basis may, at any time, impose restrictions, in writing, on the Registrant’s discretionary authority (i.e., limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe the Registrant’s use of margin, etc.). Item 17 Voting Client Securities Except for assets maintained in the Large Cap Strategy (the “LCS”), the Registrant does not vote client proxies. Therefore, except for the LCS, clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted; and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. The Registrant and/or the client shall correspondingly instruct each custodian of the assets to forward to the client copies of all proxies and shareholder communications relating to the client’s investment assets. Unless the client directs otherwise in writing, the Registrant is responsible, with regard to clients maintaining assets within the LCS, for voting those client proxies (however, the client shall maintain exclusive responsibility for all legal proceedings or other type events pertaining to the account assets, including, but not limited to, class action lawsuits.). For assets within the LCS, the Registrant has delegated to ProxyEdge, an independent third-party proxy voting service, with the responsibility to review, research and vote LCS proxies in accordance with ProxyEdge’s proxy voting procedures. Registrant, in conjunction with the services provided by ProxyEdge, shall monitor corporate actions of individual issuers and investment companies consistent with Registrant’s fiduciary duty to vote proxies in the best interests of its clients. 27  The Registrant shall maintain records pertaining to proxy voting as required pursuant to Rule 204-2 (c)(2) under the Advisers Act. Copies of Rules 206(4)-6 and 204-2(c)(2) are available upon written request. In addition, information pertaining to how any specific proxy issue was voted on is also available upon written request. Requests should be made by contacting the Registrant’s Chief Compliance Officer. Clients will generally receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation. Any questions regarding the above proxy voting policy, including how LCS proxies were voted, should be directed to Jeffrey Severe, Deputy Chief Compliance Officer of Citizens Wealth Management. Item 18 Financial Information A. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. B. The Registrant has not been the subject of a bankruptcy petition. The Deputy Chief Compliance Officer of Citizens Wealth Management, Jeffrey Severe, remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 28