COOPER FINANCIAL GROUP

Item 1: Cover Page Part 2A of Form ADV: Firm Brochure February 2025 Cooper McManus 9870 Research Drive Irvine, CA 92618 www.coopermcmanus.com Firm Contact: Arthur Y. Cooper Chief Compliance Officer This brochure provides information about the qualifications and business practices of Cooper Financial Group dba Cooper McManus. If clients have any questions about the contents of this brochure, please contact us at 1(800) 516-5333 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 our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD #111458. Please note that the use of the term “registered investment adviser” and description of our firm and/or our associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise clients for more information on the qualifications of our firm and our employees.  Item 2: Material Changes Cooper McManus is required to make clients aware of information that has changed since the last annual update to the Firm Brochure (“Brochure”) and that may be important to them. Clients can then determine whether to review the brochure in its entirety or to contact us with questions about the changes. Since the last annual amendment filing, we have the following material changes to report: • We have amended Item 14 below to disclose the conflict of interest related to our receipt of additional compensation from Orion Portfolio Solutions ADV Part 2A – Firm Brochure Page 2 Cooper McManus  Item 3: Table of Contents Item 1: Cover Page ......................................................................................................................... 1 Item 2: Material Changes .............................................................................................................. 2 Item 3: Table of Contents .............................................................................................................. 3 Item 4: Advisory Business ............................................................................................................ 4 Item 5: Fees & Compensation ....................................................................................................... 7 Item 6: Performance-Based Fees & Side-By-Side Management ................................................ 9 Item 7: Types of Clients & Account Requirements ..................................................................... 9 Item 8: Methods of Analysis, Investment Strategies & Risk of Loss ........................................ 10 Item 9: Disciplinary Information ................................................................................................ 14 Item 10: Other Financial Industry Activities & Affiliations ...................................................... 14 Item 11: Code of Ethics, Participation or Interest in ................................................................ 15 Item 12: Brokerage Practices ..................................................................................................... 16 Item 13: Review of Accounts or Financial Plans ....................................................................... 19 Item 14: Client Referrals & Other Compensation ..................................................................... 19 Item 15: Custody .......................................................................................................................... 21 Item 16: Investment Discretion .................................................................................................. 21 Item 17: Voting Client Securities ................................................................................................ 21 Item 18: Financial Information .................................................................................................. 22 ADV Part 2A – Firm Brochure Page 3 Cooper McManus  Item 4: Advisory Business Our firm is dedicated to providing individuals and other types of clients with a wide array of investment advisory services. Our firm is a corporation formed under the laws of the State of California in 1999 and has been in business as an investment adviser since 2003. Our firm is wholly owned by Arthur Y. Cooper. The purpose of this Brochure is to disclose the conflicts of interest associated with the investment transactions, compensation and any other matters related to investment decisions made by our firm or its representatives. As a fiduciary, it is our duty to always act in the client’s best interest. This is accomplished in part by knowing our client. Our firm has established a service-oriented advisory practice with open lines of communication for many different types of clients to help meet their financial goals while remaining sensitive to risk tolerance and time horizons. Working with clients to understand their investment objectives while educating them about our process, facilitates the kind of working relationship we value. Types of Advisory Services Offered Financial Planning & Consulting Services: Our firm provides a variety of standalone financial planning and consulting services to clients for the management of financial resources based upon an analysis of their current situation, goals, and objectives. Financial planning services will typically involve preparing a financial plan or rendering a financial consultation for clients based on the client’s financial goals and objectives. This planning or consulting may encompass Investment Planning, Retirement Planning, Estate Planning, Charitable Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study, Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of Credit Evaluation, or Business and Personal Financial Planning. Written financial plans or financial consultations rendered to clients usually include general recommendations for a course of activity or specific actions to be taken by the clients. Implementation of the recommendations will be at the discretion of the client. Our firm provides clients with a summary of their financial situation, and observations for financial planning engagements. Financial consultations are not typically accompanied by a written summary of observations and recommendations, as the process is less formal than the planning service. Assuming that all the information and documents requested from the client are provided promptly, plans or consultations are typically completed within 6 months of the client signing a contract with our firm. Engagement of Outside Professionals Our firm may work alongside outside professionals (i.e. attorneys, CPAs, trust companies) to assist clients in their Estate Planning process as a part of a financial planning or consulting engagement. Our role will be limited to financial planning or consulting, document gathering and support services. Our firm will not provide any legal services or advice. Fees for the services of an outside professional will be in addition to and separate from the advisory fees charged by Cooper McManus. Client will be responsible for the payment of fees for services rendered by an outside professional. In no event will the services of an outside professional be engaged without your express approval. ADV Part 2A – Firm Brochure Page 4 Cooper McManus  Retirement Plan Consulting: Our firm provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising may include: • • Establishing an Investment Policy Statement – Our firm will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. Investment Options – Our firm will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. • • Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation and tolerance for risk. Investment Monitoring – Our firm will monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility. • Participant Education – Our firm will provide opportunities to educate plan participants about their retirement plan offerings, different investment options, and general guidance on allocation strategies. In providing services for retirement plan consulting, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Cooper McManus Asset Management Program: As part of our Asset Management service, a portfolio is created, consisting of individual stocks, bonds, exchange traded funds (“ETFs”), options, mutual funds and other public and private securities or investments. The client’s individual investment strategy is tailored to their specific needs and may include some or all of the previously mentioned securities. Portfolios will be designed to meet a particular investment goal, determined to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. When deemed suitable to the client our firm utilizes the sub-advisory services of third-party investment advisory firms or individual advisors to aid in the implementation of an investment portfolio designed by our firm. Before selecting a firm or individual, our firm will ensure that the chosen party is properly licensed or registered. ADV Part 2A – Firm Brochure Page 5 Cooper McManus  WealthPort Wrap Program: Cooper McManus participates, under a co-advisory relationship with Cambridge Investment Research Advisors, Inc. (“CIRA”), in fee-based services sponsored through CIRA’s WealthPort Wrap Programs. The wrap fee programs charge an inclusive fee, covering custodial, brokerage, and investment advisory services. All clients placed in the WealthPort Wrap Program are provided with the WealthPort Wrap Brochure before or at the time they enter the program. • Advisor Directed Wrap Program: In the WealthPort Advisor-Directed Program, Investment Adviser Representatives (“IARs”) provide investment management services, defined as giving continuous investment advice to clients, and make investments based on the client’s individual needs. Through this program, the client’s IAR is responsible for determining investment recommendations and implementing transactions. The IAR will actively manage the client’s account(s) in accordance with their individual needs, objectives, and risk tolerance. • CAAP® (Cambridge Asset Allocation Platform): Within the WealthPort CAAP®, CIRA has made arrangements with various strategists to provide consulting services in connection with the creation of asset allocation models and the selection of portfolio funds, ETFs, and/or Equities. The client’s investment objectives, financial situation, and risk tolerance will be taken into account. Consultants and/or Portfolio Managers can select their own proprietary funds to be held in a client’s portfolio, which creates a conflict of interest in that they will receive a separate and duplicitous form of income from the client when their own proprietary funds have been chosen for the client. • Unified Managed Account (UMA): The UMA program offers clients the ability to select multiple CAAP® strategies in one account. The UMA holds the investments recommended by each selected strategist in a separate sleeve. Proposal generation tools allow the client’s IAR to customize the asset allocation models on an individualized or generalized basis. Wherein the former allows for a tailored program while the latter may suit larger groups of clients with similar financial needs. The IAR is then responsible for further tailoring the chosen sleeves to meet their client’s individual needs, ongoing due-diligence, re-balancing, and suitability needs as the client’s own personal financial situation evolves over time. Tailoring of Advisory Services Our firm offers individualized investment advice to our Cooper McManus Asset Management and WealthPort Wrap clients. General investment advice will be offered to our Financial Planning & Consulting, Retirement Plan Consulting, and Referrals to Third Party Money Management clients. Each Cooper McManus Asset Management client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Participation in Wrap Fee Programs Our firm offers and sponsors a wrap fee program, as further described in Part 2A, Appendix 1 (the “Wrap Fee Program Brochure”). Our firm does not manage wrap fee accounts in a different fashion than non-wrap fee accounts. All accounts are managed on an individualized basis according to the client’s investment objectives, financial goals, risk tolerance, etc. ADV Part 2A – Firm Brochure Page 6 Cooper McManus  Regulatory Assets Under Management Our firm manages $2,560,714,584 on a discretionary basis as of December 31, 2024. Item 5: Fees & Compensation Compensation for Our Advisory Services Financial Planning & Consulting: Our firm charges on an hourly or flat fee basis for financial planning and consulting services. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. The maximum hourly fee to be charged will not exceed $1,000. Flat fees will not exceed $400,000. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Clients that have engaged our firm for a Financial Plan will receive a year of ongoing financial planning/consultation services at no additional cost. Our firm will not require a retainer exceeding $1,200 when services cannot be rendered within 6 months. Cooper McManus Asset Management Program: The maximum annual fee charged for this service will not exceed 2.00%. Fees to be assessed will be outlined in the advisory agreement to be signed by the Client. Fees are negotiable and will be deducted from client account(s). In rare cases, our firm will agree to directly invoice. As part of this process, Clients understand the following: a) The client’s independent custodian sends statements at least quarterly showing the market values for each security included in the Assets and all account disbursements, including the amount of the advisory fees paid to our firm; b) Clients will provide authorization permitting our firm to be directly paid by these terms. Our firm will send an invoice directly to the custodian; and c) If our firm sends a copy of our invoice to the client, a legend urging the comparison of information provided in our statement with those from the qualified custodian will be included. For any sub-advisory services rendered to our clients, our firm typically compensates third party investment advisory firms or individual advisors a percentage of the overall investment advisory fee charged by our firm. If the fee is in addition to the fee charged by our firm, it shall be set forth in a separate agreement between the client and the designated third party. WealthPort Wrap Program The total annual advisory fee for client accounts that have implemented use of the WealthPort Wrap Program shall not exceed 2.25%. The billing procedures for this service vary based on the chosen program. The total fee to be charged, as well as the billing cycle, will be detailed in the WealthPort Wrap Fee Brochure, and the separate advisory agreement to be signed by the client. A portion of this fee will be paid to our firm and will be outlined in the appropriate executed client agreement. Clients participating in the WealthPort Wrap program will be provided with a copy of CIRA’s Wrap Brochure and privacy policy. All fees that our firm receives from CIRA and the written separate disclosures made to clients regarding these fees comply with applicable state statutes and rules. ADV Part 2A – Firm Brochure Page 7 Cooper McManus  Retirement Plan Consulting: Our Retirement Plan Consulting services are billed on an hourly or flat fee basis or a fee based on the percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. The maximum hourly fee to be charged will not exceed $250. Our flat fees range from $750 to $10,000. Fees based on a percentage of managed Plan assets will not exceed 1.00%. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Other Types of Fees & Expenses Non-Wrap Clients will incur transaction fees for trades executed by their chosen custodian, either based on a percentage of the dollar amount of assets in the account(s) or via individual transaction charges. These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. Our recommended custodians do not charge transaction fees for U.S. listed equities and exchange traded funds. Through Cambridge Investments Research, Inc. our firm has a relationship with Fidelity Brokerage Services (“Fidelity”) which eliminated transaction fees for U.S. listed equities and exchange traded funds for clients who opt into electronic delivery of statements or maintain at least $1 million in assets at Fidelity. Clients who do not meet either criteria will be subject to transaction fees charged by Fidelity for U.S. listed equities and exchange traded funds. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management fees, initial or deferred sales charges, mutual fund sales loads, 12b-1 fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, fees for trades executed away from custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Our firm does not receive a portion of these fees. Wrap clients will not incur transaction costs for trades by their chosen custodian. More information about this can be found in our separate Wrap Fee Program Brochure. Termination & Refunds Financial Planning & Consulting clients may terminate their agreement at any time before the delivery of a financial plan by providing written notice. For purposes of calculating refunds, all work performed by us up to the point of termination shall be calculated at the hourly fee currently in effect. Clients will receive a pro-rata refund of unearned fees based on the time and effort expended by our firm. Either party may terminate the Cooper McManus Asset Management Program Agreement signed with our firm for Asset Management services in writing at any time. Upon notice of termination our firm will process a pro-rata refund of the unearned portion of the advisory fees charged in advance or send a bill for fees due in arrears. Either party to a Retirement Plan Consulting Agreement may terminate at any time by providing written notice to the other party. Full refunds will only be made in cases where cancellation occurs within 5 business days of signing an agreement. After 5 business days from initial signing, either party must provide the other party 30 days written notice to terminate billing. Billing will terminate 30 days after receipt of termination notice. Clients will be charged on a pro-rata basis, which takes into account work completed by our firm on behalf of the client. Clients will incur charges for bona fide advisory ADV Part 2A – Firm Brochure Page 8 Cooper McManus  services rendered up to the point of termination (determined as 30 days from receipt of said written notice) and such fees will be due and payable. WealthPort Wrap Program and Third-Party Referral Clients may terminate their agreement on the same terms as the agreement Client executed with CIRA or the Third-Party Asset Manager. However, arbitration provisions of CIRA or the Third-Party Adviser Agreement executed with our firm, and the effect of acknowledgments and notices therein, shall survive such termination. Cooper McManus may terminate this agreement with or without cause, upon written notice to the Client. Any unearned fees will be refunded to Client. Commissionable Securities Sales Some of our firm’s representatives are registered representatives of Cambridge Investment Research, Inc. (“Cambridge”), member FINRA/SIPC. As such they are able to accept compensation for the sale of securities or other investment products, including distribution or service (“trail”) fees from the sale of mutual funds. Clients should be aware that the practice of accepting commissions for the sale of securities presents a conflict of interest and gives our firm and/or our representatives an incentive to recommend investment products based on the compensation received. Our firm generally addresses commissionable sales conflicts that arise when explaining to clients these sales create an incentive to recommend based on the compensation to be earned and/or when recommending commissionable mutual funds, explaining that “no-load” funds are also available. Our firm does not prohibit clients from purchasing recommended investment products through other unaffiliated brokers or agents. Item 6: Performance-Based Fees & Side-By-Side Management Our firm does not charge performance-based fees. Item 7: Types of Clients & Account Requirements Our firm has the following types of clients: • Individuals and High Net Worth Individuals; • Trusts, Estates or Charitable Organizations; • Pension and Profit-Sharing Plans; • Corporations, Limited Liability Companies and/or Other Business Types There are no requirements for opening and maintaining accounts or otherwise engaging us for the Cooper McManus Asset Management Program. Clients seeking to use or implement the WealthPort Wrap Fee Program as part of their overall investment strategy should be aware of each program’s restrictions and minimum requirements. A minimum initial investment of at least $5,000 is required to participate in the WealthPort Program. Higher minimums can apply depending on whether the client’s IAR utilizes the Advisor-Directed, CAAP®, or UMA program. The client’s IAR can discuss the specific minimums applicable to their account(s). A minimum initial investment requirement does not apply to retirement accounts in the WealthPort Advisor-Directed program. Clients that close a CAAP® account or reduce the account balance below the minimum account value during the first twelve (12) months will be charged a fee up to a maximum of $500 in order to cover the administrative costs of establishing the CAAP® account(s). ADV Part 2A – Firm Brochure Page 9 Cooper McManus  Clients who opt into electronic delivery of statements or maintain at least $1 million in assets at Fidelity will not be charged transaction fees for U.S. listed equities and exchange traded funds. Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Methods of Analysis We use fundamental analysis when considering investment strategies and recommendations for clients. Fundamental analysis is a method of evaluating a company or security by attempting to measure its intrinsic value. In other words, fundamental analysts try to determine its true value by looking at all aspects of the business, including both tangible factors (e.g., machinery, buildings, land, etc.) and intangible factors (e.g., patents, trademarks, “brand” names, etc.). Fundamental analysis also involves examining related economic factors (e.g., overall economy and industry conditions, etc.), financial factors (e.g., company debt, interest rates, management salaries and bonuses, etc.), qualitative factors (e.g., management expertise, industry cycles, labor relations, etc.), and quantitative factors (e.g., debt-to-equity and price-to-equity ratios). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price in hopes of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). This method of security analysis is considered to be the opposite of technical analysis. Fundamental analysis is about using real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for just about any type of security. We evaluate the potential benefits and risks inherent within investment categories. Investment characteristics are then matched to the client’s needs and preferences to determine an appropriate mix of investment vehicles. Individual securities within a particular investment category are selected based on fundamental analysis. When managing assets, we may use model mutual fund asset allocation portfolio programs provided by a number of institutional investment managers and strategists. There are risks with using this analysis method. Fundamental analysis takes a long-term approach to analyzing markets, often looking at data over a number of years. The data reviewed is released over years (e.g., quarterly financial statements). Therefore, fundamental analysis could mean a gain is not realized until a security’s market price rises to its “correct” value over the long run--perhaps several years. The less frequent trading practices of fundamental analysis could also have a positive or negative impact on a client’s portfolio value, but likely has reduced brokerage and transaction costs. Investment Strategies We Use When implementing investment advice, our investment strategies include: Long-Term Purchases: Our firm may buy securities for your account and hold them for a relatively long time (more than a year) in anticipation that the security’s value will appreciate over a long horizon. The risk of this strategy is that our firm could miss out on potential short-term gains that could have been profitable to your account, or it’s possible that the security’s value may decline sharply before our firm makes a decision to sell. ADV Part 2A – Firm Brochure Page 10 Cooper McManus  Short-Term Purchases: When utilizing this strategy, our firm may also purchase securities with the idea of selling them within a relatively short time (typically a year or less). Our firm does this in an attempt to take advantage of conditions that our firm believes will soon result in a price swing in the securities our firm purchase. Trading: Our firm purchase securities with the idea of selling them very quickly (typically within 30 days or less). Our firm do this in an attempt to take advantage of our predictions of brief price swings. Trading involves risk that may not be suitable for every investor, and may involve a high volume of trading activity. Each trade generates a commission and the total daily commission on such a high volume of trading can be considerable. Active trading accounts should be considered speculative in nature with the objective being to generate short-term profits. This activity may result in the loss of more than 100% of an investment. Options: An option is a financial derivative that represents a contract sold by one party (the option writer) to another party (the option holder, or option buyer). The contract offers the buyer the right, but not the obligation, to buy or sell a security or other financial asset at an agreed-upon price (the strike price) during a certain period of time or on a specific date (exercise date). Options are extremely versatile securities. Traders use options to speculate, which is a relatively risky practice, while hedgers use options to reduce the risk of holding an asset. In terms of speculation, option buyers and writers have conflicting views regarding the outlook on the performance of a: • Call Option: Call options give the option to buy at certain price, so the buyer would want the stock to go up. Conversely, the option writer needs to provide the underlying shares in the event that the stock's market price exceeds the strike due to the contractual obligation. An option writer who sells a call option believes that the underlying stock's price will drop relative to the option's strike price during the life of the option, as that is how he will reap maximum profit. This is exactly the opposite outlook of the option buyer. The buyer believes that the underlying stock will rise; if this happens, the buyer will be able to acquire the stock for a lower price and then sell it for a profit. However, if the underlying stock does not close above the strike price on the expiration date, the option buyer would lose the premium paid for the call option. • Put Option: Put options give the option to sell at a certain price, so the buyer would want the stock to go down. The opposite is true for put option writers. For example, a put option buyer is bearish on the underlying stock and believes its market price will fall below the specified strike price on or before a specified date. On the other hand, an option writer who sells a put option believes the underlying stock's price will increase about a specified price on or before the expiration date. If the underlying stock's price closes above the specified strike price on the expiration date, the put option writer's maximum profit is achieved. Conversely, a put option holder would only benefit from a fall in the underlying stock's price below the strike price. If the underlying stock's price falls below the strike price, the put option writer is obligated to purchase shares of the underlying stock at the strike price. The potential risks associated with these transactions are that (1) all options expire. The closer the option gets to expiration, the quicker the premium in the option deteriorates; and (2) Prices can move very quickly. Depending on factors such as time until expiration and the relationship of the stock price to the option’s strike price, small movements in a stock can translate into big movements in the underlying options. ADV Part 2A – Firm Brochure Page 11 Cooper McManus  Cryptocurrency Products: When appropriate, we recommend investment in digital (crypto) currency products. These products may be an illiquid private placement or structured as a trust or exchange traded fund which pool capital together to purchase holdings of digital currencies or derivatives based on their value. Such products are extremely volatile and are suitable only as a means of diversification for investors with high risk tolerances. Furthermore, these securities carry very high internal expense ratios, and may use derivatives to achieve leverage or exposure in lieu of direct cryptocurrency holdings. This can result in tracking error and may sell at a premium or discount to the market value of their underlying holdings. Security is also a concern for digital currency investments which make them subject to the additional risk of theft, as they are typically held with a non-traditional custodial platform. Interval Funds: Interval funds can expose investors to liquidity risk, and that risk is greater in funds that invest in securities of companies with smaller market capitalizations, derivatives or securities with substantial market and/or credit risk. Even though interval funds make periodic offers to repurchase a portion of outstanding shares, investors should consider interval fund shares to be an illiquid investment. There is no guarantee that investors will be able to sell interval fund shares at any given time or in the quantity that they desire. The price that shareholders will receive on a repurchase will be based on the per share NAV determined as of a specified date. This date will occur sometime after the close of business on the date that shareholders must submit their acceptances of the repurchase offer so investor may not know the exact price they will receive for their redemption when effecting the transaction. Additionally, this price may be subject to a redemption fee that further erodes the value of the position upon redemption. Margin Transactions: Our firm may purchase securities for your portfolio with money borrowed from your brokerage account. This allows you to purchase more stock than you would be able to with your available cash and allows us to purchase securities without selling other holdings. Margin accounts and transactions are risky and not necessarily appropriate for every client. It should be noted that our firm bills advisory fees on securities purchased on margin which creates a financial incentive for us to utilize margin in client accounts. The potential risks associated with these transactions are (1) You can lose more funds than are deposited into the margin account; (2) the forced sale of securities or other assets in your account; (3) the sale of securities or other assets without contacting you; (4) you may not be entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call; and (5) custodians charge interest on margin balances which will reduce your returns over time. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may increase and the account(s) could enjoy a gain, it is also possible that the stock market may decrease and the account(s) could suffer a loss. It is important that clients understand the risks associated with investing in the stock market, and that their assets are appropriately diversified in investments. Clients are encouraged to ask our firm any questions regarding their risk tolerance. • Market Risk. Either the market as a whole, or the value of an individual company, goes down, resulting in a decrease in the value of client investments. This is referred to as systemic risk. • Equity (Stock) Market Risk. Common stocks are susceptible to fluctuations and to volatile increases/decreases in value as their issuers’ confidence in or perceptions of the market ADV Part 2A – Firm Brochure Page 12 Cooper McManus  change. Investors holding common stock (or common stock equivalents) of any issuer are generally exposed to greater risk than if they hold preferred stock or debt obligations of the issuer. • Company Risk. There is always a certain level of company or industry specific risk when investing in stock positions. This is referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that a company may perform poorly or that its value may be reduced based on factors specific to it or its industry (e.g., employee strike, unfavorable media attention). • Options Risk. Options on securities may be subject to greater fluctuations in value than investing in the underlying securities. Purchasing and writing put or call options are highly specialized activities and involve greater than ordinary investment risk. Puts and calls are the right to sell or buy a specified amount of an underlying asset at a set price within a set time. • Fixed Income Risk. Investing in bonds involves the risk that the issuer will default on the bond and be unable to make payments. In addition, individuals depending on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed- income investors receive set, regular payments that face the same inflation risk. • ETF and Mutual Fund Risk. ETF and mutual fund investments bear additional expenses based on a pro-rata share of operating expenses, including potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities held by the ETF or mutual fund. Clients also incur brokerage costs when purchasing ETFs. • Management Risk. Your investments also vary with the success and failure of our investment strategies, research, analysis and determination of portfolio securities. If our strategies do not produce the expected returns, the value of your investments will decrease. When you purchase securities, you may pay for the securities in full or borrow part of the purchase price from your account custodian or clearing firm. If you borrow part of the purchase price then you are engaging in margin transactions and there is risk involved with this. The securities held in your margin account are collateral for the custodian or clearing firm that loaned you the money. If those securities decline in value, then the value of the collateral supporting your loan also declines. As a result, the brokerage firm is required to take action in order to maintain the necessary level of equity in your account. The brokerage firm may issue a margin call and/or sell other assets in your account. It is important that you fully understand the risks involved in trading securities on margin, including: • You can lose more funds than you deposit in your margin account • The account custodian or clearing firm can force the sale of securities or other assets in your account • The account custodian or clearing firm can sell your securities or other assets without contacting you • You are not entitled to choose which securities or other assets in your margin account may be liquidated or sold to meet a margin call • The account custodian or clearing firm may move securities held in your cash account to your margin account and pledge the transferred securities ADV Part 2A – Firm Brochure Page 13 Cooper McManus  • The account custodian or clearing firm can increase its “house” maintenance margin requirements at any time and are not required to provide you advance written notice • You are not entitled to an extension of time on a margin call Description of Material, Significant or Unusual Risks Our firm generally invests client cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments. Ultimately, our firm tries to achieve the highest return on client cash balances through relatively low-risk conservative investments. In most cases, at least a partial cash balance will be maintained in a money market account so that our firm may debit advisory fees for our services related to our Asset Management, service, as applicable. Item 9: Disciplinary Information There are no legal or disciplinary events that are material to the evaluation of our advisory business or the integrity of our management. Item 10: Other Financial Industry Activities & Affiliations Some representatives of our firm are registered representatives of Cambridge Investment Research, Inc., member FINRA/SIPC, and licensed insurance agents. As a result of these transactions, they receive normal and customary commissions. A conflict of interest exists as these commissionable securities sales create an incentive to recommend products based on the compensation earned. To mitigate this potential conflict, our firm will act in the client’s best interest. Our firm is also registered as an insurance agency. Clients may be solicited to use the services of this firm and our representatives will receive commissions as a result of these transactions. A conflict of interest exists as these commissionable sales create an incentive to recommend products based on the compensation earned. To mitigate this potential conflict, our firm will act in the client’s best interest. Some representatives of our firm are Certified Public Accountants. In such capacity, they also provide income tax preparation or accounting services. These services are independent of our financial planning and investment advisory services and are governed under a separate engagement agreement. Some representatives of our firm are licensed or non-practicing attorneys. Legal services are not offered through our firm. Should a client of our firm require legal services, they will be referred to a separate attorney. Our firm will not receive any additional compensation for these referrals. Some representatives of our firm are licensed real estate agents. As a result, they receive customary fees associated with real estate transactions. These services are independent of our advisory services and are governed under a separate engagement agreement. Clients are under no obligation to utilize this service and will not be actively solicited. Please see Items 4 & 5 above for more information about the selection of sub-advisors and third party money managers. The compensation paid to our firm by third party managers may vary, and thus, creates a conflict of interest in recommending a manager who shares a larger portion of its advisory fees over another manager. Prior to referring clients to third party advisors, our firm will ensure that third party advisors are licensed or notice filed with the respective authorities. A potential conflict of ADV Part 2A – Firm Brochure Page 14 Cooper McManus  interest for our firm in utilizing a third party advisor is receipt of discounts or services not available to us from other similar advisers. In order to minimize this conflict our firm will make our recommendations/selections in the best interest of our clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is the underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities transaction and insider trading. Our firm requires all representatives to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment with our firm, and at least annually thereafter, all representatives of our firm will acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and representatives must conduct business in an honest, ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. If a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided promptly upon request. Our firm recognizes that the personal investment transactions of our representatives demands the application of a Code of Ethics with high standards and requires that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, our firm also believes that if investment goals are similar for clients and for our representatives, it is logical, and even desirable, that there be common ownership of some securities. In order to prevent conflicts of interest, our firm has established procedures for transactions effected by our representatives for their personal accounts1. In order to monitor compliance with our personal trading policy, our firm has pre-clearance requirements and a quarterly securities transaction reporting system for all of our representatives. Neither our firm nor a related person recommends, buys or sells for client accounts, securities in which our firm or a related person has a material financial interest without prior disclosure to the client. Related persons of our firm may buy or sell securities and other investments that are also recommended to clients. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Further, our related persons may buy or sell the same securities prior to buying or selling for our clients in the same day however these trades are monitored by a third- party software program. If a related person receives a better price the program swaps the better deal into Clients’ account(s) and settles the worse deal in the related person’s advisory account(s). Otherwise related persons may trade alongside clients in a block trade. 1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse, his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect beneficial interest in. ADV Part 2A – Firm Brochure Page 15 Cooper McManus  Agency Cross Transactions Our associated persons are prohibited from engaging in agency cross transactions, meaning we cannot act as brokers for both the sale and purchase of a single security between two different clients and cannot receive compensation in the form of an agency cross commission or principal mark-up for the trades. Item 12: Brokerage Practices Selecting a Brokerage Firm While our firm does not maintain physical custody of client assets, we are deemed to have custody of certain client assets if given the authority to withdraw assets from client accounts (see Item 15 Custody, below). Client assets must be maintained by a qualified custodian. Our firm seeks to recommend a custodian who will hold client assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. The factors considered, among others, are these: • Timeliness of execution • Timeliness and accuracy of trade confirmations • Research services provided • Ability to provide investment ideas • Execution facilitation services provided • Record keeping services provided • Custody services provided • Frequency and correction of trading errors • Ability to access a variety of market venues • Expertise as it relates to specific securities • Financial condition • Business reputation • Quality of services With this in consideration, our firm recommends the use of Charles Schwab & Co., Inc., (Schwab) member FINRA/SIPC. Schwab is an independent [and unaffiliated] SEC-registered broker-dealer. Schwab offers services to independent investment advisers which includes custody of securities, trade execution, clearance and settlement of transactions. Schwab enables us to obtain many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges. Schwab does not charge client accounts separately for custodial services. Client accounts will be charged transaction fees, commissions or other fees on trades that are executed or settle into the client’s custodial account. Transaction fees are negotiated with Schwab and are generally discounted from customary retail commission rates. This benefits clients because the overall fee paid is often lower than would be otherwise. Schwab may make certain research and brokerage services available at no additional cost to our firm. Research products and services provided by Schwab may include: research reports on recommendations or other information about particular companies or industries; economic surveys, data and analyses; financial publications; portfolio evaluation services; financial database software and services; computerized news and pricing services; quotation equipment for use in running software used in investment decision-making; and other products or services that provide lawful and appropriate assistance by Schwab to our firm in the performance of our investment decision-making responsibilities. ADV Part 2A – Firm Brochure Page 16 Cooper McManus  The aforementioned research and brokerage services qualify for the safe harbor exemption defined in Section 28(e) of the Securities Exchange Act of 1934. Schwab does not make client brokerage commissions generated by client transactions available for our firm’s use. The aforementioned research and brokerage services are used by our firm to manage accounts for which our firm has investment discretion. Without this arrangement, our firm might be compelled to purchase the same or similar services at our own expense. As part of our fiduciary duty to our clients, our firm will endeavor at all times to put the interests of our clients first. Clients should be aware, however, that the receipt of economic benefits by our firm or our related persons creates a potential conflict of interest and may indirectly influence our firm’s choice of Schwab as custodial recommendation. Our firm examined this potential conflict of interest when our firm chose to recommend Schwab and have determined that the recommendation is in the best interest of our firm’s clients and satisfies our fiduciary obligations, including our duty to seek best execution. Our non-wrap fee clients may pay a transaction fee or commission to Schwab that is higher than another qualified broker dealer might charge to effect the same transaction where our firm determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided to the client as a whole. 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 a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Although our firm will seek competitive rates, to the benefit of all clients, our firm may not necessarily obtain the lowest possible commission rates for specific client account transactions. Fidelity Additionally, through our relationship with Cambridge Research Inc., your assets may be custodied at with National Financial Services LLC and Fidelity Brokerage Services LLC (collectively, and together with all affiliates, "Fidelity") through which Fidelity provides our firm with "institutional platform services." Our firm is independently operated and owned and is not affiliated with Fidelity. The institutional platform services include, among others, brokerage, custody, and other related services. Fidelity's institutional platform services that assist us in managing and administering clients' accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from its clients' accounts; and (v) assist with back-office functions, recordkeeping and client reporting. Soft Dollars Our firm does not receive soft dollars in excess of what is allowed by Section 28(e) of the Securities Exchange Act of 1934. The safe harbor research products and services obtained by our firm will generally be used to service all of our clients but not necessarily all at any one particular time. ADV Part 2A – Firm Brochure Page 17 Cooper McManus  Client Brokerage Commissions Schwab does not make client brokerage commissions generated by client transactions available for our firm’s use. Client Transactions in Return for Soft Dollars Our firm does not direct client transactions to a particular broker-dealer in return for soft dollar benefits. Brokerage for Client Referrals Our firm does not receive brokerage for client referrals. Directed Brokerage Neither our firm nor any of our firm’s representatives have discretionary authority in making the determination of the brokers-dealers and/or custodians with whom orders for the purchase or sale of securities are placed for execution, and the commission rates at which such securities transactions are effected. Our firm routinely requires that clients direct us to execute through a specified broker-dealer. Our firm recommends the use of Schwab and Fidelity. Each client will be required to establish their account(s) with their chosen Custodian if not already done. Please note that not all advisers have this requirement. Special Considerations for ERISA Clients A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, our firm will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. Client-Directed Brokerage Our firm allows clients to direct brokerage outside our recommendation. Our firm may be unable to achieve the most favorable execution of client transactions. Client directed brokerage may cost clients more money. For example, in a directed brokerage account, clients may pay higher brokerage commissions because our firm may not be able to aggregate orders to reduce transaction costs, or clients may receive less favorable prices. Aggregation of Purchase or Sale Our firm provides investment management services for various clients. There are occasions on which portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same security for numerous accounts served by our firm, which involve accounts with similar investment objectives. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they are affected only when our firm believes ADV Part 2A – Firm Brochure Page 18 Cooper McManus  that to do so will be in the best interest of the effected accounts. When such concurrent authorizations occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts involved. In any given situation, our firm attempts to allocate trade executions in the most equitable manner possible, taking into consideration client objectives, current asset allocation and availability of funds using price averaging, proration and consistently non-arbitrary methods of allocation. Item 13: Review of Accounts or Financial Plans Our management personnel or financial advisors review accounts on at least a quarterly basis for our Cooper McManus Asset Management Program and clients placed in the WealthPort Wrap Program. Third Party Referral Clients are checked in on, on at least an annual basis. The nature of these reviews is to learn whether client accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. Our firm does not provide written reports to clients, unless asked to do so. Verbal reports to clients take place on at least an annual basis when our Asset Management, WealthPort Wrap, and Third-Party Money Referral clients are contacted. Our firm may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. Financial Planning clients receive 12 months of ongoing consultation services regarding financial planning and investment matters at no additional charge. These ongoing services include at least an annual review and update of Client’s financial plan, but more frequent reviews may be requested. Retirement Plan Consulting clients receive reviews of their retirement plans for the duration of the service. Our firm also provides ongoing services where clients are met with upon their request to discuss updates to their plans, changes in their circumstances, etc. Retirement Plan Consulting clients do not receive written or verbal updated reports regarding their plans unless they choose to engage our firm for ongoing services. Item 14: Client Referrals & Other Compensation Cambridge Some of our dually registered Advisor Representatives receive a loan and/or grant from Cambridge at the time of their affiliation with the firm. The loan and/or grant is typically used to assist with costs associated with transitioning from their prior firm to Cambridge. If the amount of the loan or grant exceeds the cost of transition, the recipient uses the remaining funds for other purposes, such as normal operational costs. Some loans are forgiven based on certain criteria such as maintaining certain asset levels and tenure with the firm. The receipt of a loan or grant from Cambridge presents a conflict of interest in that the dually registered representative has a financial incentive to maintain a relationship with Cambridge and recommend Cambridge to clients. However, to the extent that the dually registered representative recommends Cambridge to clients, it is because he/she believes that it is in the client’s best interest to do so based on the quality and pricing of the execution, benefits of an integrated platform for brokerage and advisory accounts, and other services provided by Cambridge and its affiliates. ADV Part 2A – Firm Brochure Page 19 Cooper McManus  Some dually registered representative receive transition assistance which can include but is not limited to technology services, administrative support, reimbursement of fees associated with moving accounts and attendance to conferences. This practice represents a conflict of interest in that the dually registered representative has a financial incentive to affiliate with and recommend Cambridge to clients. Fidelity Except for the arrangements outlined in Item 12 of Form ADV Part 2A, our firm has no additional arrangements to disclose. Product Sponsors Various product wholesalers provide financial assistance to allow us to sponsor client educational seminars, or attend such seminars hosted by the product sponsor. This money is not directly tied to our use of their products, nor it is contingent upon any future business to be directed to their products, nonetheless it creates a conflict of interest that may incentivize us to utilize their products. Our firm will adhere to our fiduciary duty to act in our client’s best interest when selecting what products to use in client accounts. Our firm receives an indirect benefit from Orion Portfolio Solutions, LLC (Orion) in certain cases where Orion has agreed to remit payment to Cambridge for certain fees that our firm would otherwise incur in recommending the use of Orion in client accounts. This creates a conflict of interest that incentivizes our firm to recommend the use of Orion over other managers who do not pay these fees on our behalf. Referral Fees Our firm pays referral fees (non-commission based) to independent solicitors (non-registered representatives) for the referral of their clients to our firm in accordance with Rule 206 (4)-3 of the Investment Advisers Act of 1940. Such referral fee represents a share of our investment advisory fee charged to our clients. This arrangement will not result in higher costs to the referred client. In this regard, our firm maintains Solicitors Agreements in compliance with Rule 206 (4)-3 of the Investment Advisers Act of 1940 and applicable state and federal laws. All clients referred by Solicitors to our firm will be given full written disclosure describing the terms and fee arrangements between our firm and Solicitor(s). In cases where state law requires licensure of solicitors, our firm ensures that no solicitation fees are paid unless the solicitor is registered as an investment adviser representative of our firm. If our firm is paying solicitation fees to another registered investment adviser, the licensure of individuals is the other firm’s responsibility. Additionally, our firm and representative receive referral fees when introducing clients to outside investment advisers in accordance with Rule 206 (4)-3 of the Investment Advisers Act of 1940. Such referral fee represents a share of their investment advisory fee charged to our clients. This arrangement will not result in higher costs to the referred client. In this regard, our firm maintains Solicitor Agreements in compliance with Rule 206 (4)-3 of the Investment Advisers Act of 1940 and applicable state and federal laws. This presents a conflict of interest as we may not receive compensation should the client engage a different firm for the same services. Nonetheless, we shall adhere to our fiduciary duty and only recommend such services when they are in the client’s best interest. ADV Part 2A – Firm Brochure Page 20 Cooper McManus  Item 15: Custody While our firm does not maintain physical custody of client assets (which are maintained by a qualified custodian, as discussed above), we are deemed to have custody of certain client assets if given the authority to withdraw assets from client accounts, as further described below under “Standing Instructions.” All our clients receive account statements directly from their qualified custodian(s) at least quarterly upon opening of an account. We urge our clients to carefully review these statements. Additionally, if our firm decides to send its own account statements to clients, such statements will include a legend that recommends the client compare the account statements received from the qualified custodian with those received from our firm. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets and our custodial recommendations. The SEC issued a no‐action letter (“Letter”) with respect to the Rule 206(4)‐2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a third party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards. As such, our firm has adopted the following safeguarding procedures in conjunction with our custodians: • Fidelity’s forms, used to establish a standing letter of authorization, include the name and account number on the receiving account and must be signed by the client. • Fidelity’s SLOA forms currently require client’s signature. • Fidelity performs verification on all SLOA forms and sends a transfer of notice to the client promptly following the transaction. • Clients always have the ability to terminate (or amend) an SLOA in writing. • Our firm has no authority, or ability, to amend the third party designated on a standing instruction. • Our firm maintains records showing the third party is not a related party of our firm or located at our firm. • Fidelity notifies the client in writing when a new standing instruction is set up. Clients also receive an annual mailing reconfirming the existence of the standing instruction. Item 16: Investment Discretion Clients have the option of providing our firm with investment discretion on their behalf, pursuant to an executed investment advisory client agreement. By granting investment discretion, our firm is authorized to execute securities transactions, determine which securities are bought and sold, and the total amount to be bought and sold. Should clients grant our firm non-discretionary authority, our firm would be required to obtain the client’s permission prior to effecting securities transactions. Limitations may be imposed by the client in the form of specific constraints on any of these areas of discretion with our firm’s written acknowledgement. Item 17: Voting Client Securities Our firm does not accept the proxy authority to vote client securities. Clients will receive proxies or other solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to our firm, our firm will forward them to the appropriate client and ask the party who sent them to mail them directly to the client in the future. Clients may call, write or email us to discuss questions they may have about particular proxy votes or other solicitations. ADV Part 2A – Firm Brochure Page 21 Cooper McManus  Third party money managers selected or recommended by our firm may vote proxies for clients. Therefore, except in the event a third party money manager votes proxies, 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. Therefore (except for proxies that may be voted by a third party money manager), our firm and/or the client shall instruct the qualified custodian to forward to copies of all proxies and shareholder communications relating to the client’s investment assets. Item 18: Financial Information Our firm is not required to provide financial information in this Brochure because: • Our firm does not require the prepayment of more than $1,200 in fees when services cannot be rendered within 6 months. • Our firm does not take custody of client funds or securities. • Our firm does not have a financial condition that is likely to impair our ability to meet contractual commitments • Our firm has never been the subject of a bankruptcy proceeding. ADV Part 2A – Firm Brochure Page 22 Cooper McManus  PRIVACY NOTICE Maintaining the trust and confidence of our clients is a high priority. That is why we want you to understand how we protect your privacy when we collect and use information about you, and the steps that we take to safeguard that information. This notice is provided to you on behalf of Cooper Financial Group dba “Cooper McManus”. Information We Collect: In connection with providing investment products, financial advice, or other services, we obtain non-public personal information about you, including: • • • Information we receive from you on account applications, such as your address, date of birth, Social Security Number, occupation, financial goals, assets and income; Information about your transactions with us, our affiliates, or others; Information about your visit to our website. We store that information in web server logs, which are records of the activities on our sites. The servers automatically capture and save the information electronically. The information we collect in web server logs helps us administer the site, analyze its usage, protect the website and its content from inappropriate use and improve the user’s experience. Categories of Information We Disclose: We may only disclose information that we collect in accordance with this policy. Cooper McManus does not sell customer lists and will not sell your name to telemarketers. Categories of Parties to Whom We Disclose: We will not disclose information regarding you or your account at Cooper McManus, except under the following circumstances: • To entities that perform services for us or function on our behalf, including financial service providers, such as a clearing broker-dealer, investment company, or insurance company, other investment advisers; • To comply with broker-dealer firms that have regulatory requirements to supervise certain representatives’ activities; • To vendors that help in storage and organization of your information. Specifically, we engage vendors using artificial intelligence to help take notes from our virtual meetings with clients; • To third parties who perform services or marketing, client resource management or other parties to help manage your account on our behalf; • To your attorney, trustee or anyone else who represents you in a fiduciary capacity; • To our attorneys, accountants or auditors; and • To government entities or other third parties in response to subpoenas or other legal process as required by law or to comply with regulatory inquiries. How We Use Information: Information may be used among companies that perform support services for us, such as data processors, client relationship management technology, technical systems consultants and programmers, or companies that help us market products and services to you for a number of purposes, such as: • To protect your accounts/non-public information from unauthorized access or identity theft; • To process your requests such as securities purchases and sales; • To establish or maintain an account with an unaffiliated third party, such as a clearing broker-dealer providing services to you and/or Cooper McManus; • To service your accounts, such as by issuing checks and account statements; • To comply with Federal, State, and Self-Regulatory Organization requirements; • To keep you informed about financial services of interest to you. Regulation S-AM: Under Regulation S-AM, a registered investment adviser is prohibited from using eligibility information that it receives from an affiliate to make a marketing solicitation unless: (1) the potential marketing use of that information has been clearly, conspicuously and concisely disclosed to the consumer; (2) the consumer has ADV Part 2A – Firm Brochure Page 23 Cooper McManus  been provided a reasonable opportunity and a simple method to opt out of receiving the marketing solicitations; and (3) the consumer has not opted out. Cooper McManus does not receive information regarding marketing eligibility from affiliates to make solicitations. Regulation S-ID: Regulation S-ID requires our firm to have an Identity Theft Protection Program (ITPP) that controls reasonably foreseeable risks to customers or to the safety and soundness of our firm from identity theft. We have developed an ITPP to adequately identify and detect potential red-flags to prevent and mitigate identity theft. Our Security Policy: We restrict access to nonpublic personal information about you to those individuals who need to know that information to provide products or services to you and perform their respective duties. We maintain physical, electronic, and procedural security measures to safeguard confidential client information. Cyber Security: Internal policies and procedures are in place to address cyber security. A copy of this policy is available upon request. Departing Investment Adviser Representatives (“IARs”): Cooper McManus recognizes that your relationship with your IAR is important. If your IAR leaves Cooper McManus to join another firm or elects to sell or transfer some or all of his or her business, your IAR might retain copies of your personal information so that your account can continue to be serviced or to contact you regarding your options. Subject to legal and regulatory requirements, your personal information maintained on Cooper McManus systems and those of Cooper McManus’s service providers may be shared with your new financial service provider. If you do not want your IAR to take your information should he or she leave or transfer his or her business from Cooper McManus, you have the right to opt out of such disclosure. You may opt out now or at any time in the future. If you have a joint account, Cooper McManus will treat an opt out by any joint customer as applying to all joint customers. If you wish to exercise your right to opt out under this section, please contact us at 1(800) 516-5333 or by mail. Certain states have adopted a requirement for you to approve the sharing of information in advance, otherwise known as an “opt-in” choice. If you live in an “opt-in” state (e.g., California, Massachusetts, Maine, Alaska, North Dakota or Vermont), then Cooper McManus will require your consent to share your information with unaffiliated third parties who are not servicing your account. State requirements vary and may change without notice. Succession Planning: In the event that the owner(s) of Cooper McManus retire, become incapacitated or perish unexpectedly, your information would be disclosed to an unaffiliated third party for the purposes of facilitating a business succession plan. A change in control of ownership of Cooper McManus would require your consent, as dictated by your signed agreement with Cooper McManus, in order to continue providing services to you. Your Right to Opt Out: Federal privacy laws give you the right to restrict some sharing of your personal financial information. These laws balance your right to privacy with Cooper McManus’s need to provide information for normal business purposes. You have the right to opt out of some information sharing with companies that are (1) Part of the same corporate group as your financial company (or affiliates); or (2) Not part of the same corporate group as your financial company (or non-affiliates). Choosing to restrict the sharing of our personal financial information will not apply to (1) Information about you to firms that help promote and market the company's own products or products offered under a joint agreement between two financial companies; (2) Records of your transactions--such as your loan payments, credit card or debit card purchases, and checking and savings account statements--to firms that provide data processing and mailing services for your company; (3) Information about you in response to a court order; and (4) Your payment history on loans and credit cards to credit bureaus. If you opt out, you limit the extent to which Cooper McManus can provide your personal financial information to non-affiliates. Closed or Inactive Accounts: If you decide to close your account(s) or become an inactive customer, our Privacy Policy will continue to apply to you. Complaint Notification: Please direct complaints to: Arthur Cooper at Cooper McManus, 9870 Research Drive, Irvine, CA 92618; 1(800) 516-5333. Changes to This Privacy Policy: If we make any substantial changes in the way we use or disseminate confidential information, we will notify you. If you have any questions concerning this Privacy Policy, please contact us at: Cooper McManus, 9870 Research Drive, Irvine, CA 92618; 1(800) 516-5333. ADV Part 2A – Firm Brochure Page 24 Cooper McManus  ADV Part 2A – Firm Brochure Page 25 Cooper McManus