HOXTON WEALTH USA LLC

www.hoxtonwealthusa.com Hoxto Hoxton Wealth (USA) LLC http://hoxtonwealth.com ADV Part 2A, Firm Brochure Dated: June 24, 2025 101 Hudson Street, 21st Floor, Jersey City, New Jersey, United States 249 +1 737 9620 ‐ ‐ Item 1 – Cover Page This brochure provides information about the qualifications and business practices of Hoxton Wealth (USA) LLC, CRD # 307387. If you have any questions about the contents of this brochure, please contact us at: 737-249-9620 or by email at: Justin.Burse@hoxtonwealthusa.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Registration does not imply a certain level of skill or training. Additional information about the Adviser is available on the SEC’s website at www.adviserinfo.sec.gov 1  www.hoxtonwealthusa.com Item 2 - Material Changes This Brochure dated June 16,2025, provides you with a summary of Hoxton Wealth (USA) LLC’s (Hoxton Wealth/the Adviser/the Firm) advisory services and fees, professionals, certain business practices and policies, as well as actual or potential conflicts of interest, among other things. This Item 2 is used to provide our clients with a summary of new and/or updated information; the Firm will inform you of the revision(s) based on the nature of the information as follows. Since the last annual update dated March 28, 2025, we have the following material changes to report: • An update to the amount and implementation of the onboarding fee; (See Item 5) • Disclosure of new conflicts of interest; Full Brochure Available: Whenever you would like to receive a complete copy of our Firm Brochure, please contact us by telephone at: 737-249-9620 or by email at: Justin.Burse@hoxtonwealthusa.com. 2  www.hoxtonwealthusa.com Item 3- Table of Contents Item 1 – Cover Page ......................................................................................................................................... 1 Item 2 - Material Changes ................................................................................................................................. 2 Item 3- Table of Contents ................................................................................................................................. 3 ADV PART 2A ..................................................................................................................................................... 5 Item 4 - Advisory Business ................................................................................................................................ 5 Firm Description........................................................................................................................................ 5 Types of Advisory Services ........................................................................................................................ 5 Pension Transfer Services ........................................................................................................................ 6 Asset Management .................................................................................................................................. 7 Rollover Considerations and Recommendations ..................................................................................... 8 Financial Planning .................................................................................................................................... 9 Tailored Relationships .............................................................................................................................. 9 Wrap Fee Programs ................................................................................................................................ 10 Other Services Insurance Services .......................................................................................................... 10 Held-Away Assets Services ......................................................................................................................... 10 Non-Discretionary Investment Management Services ............................................................................ 10 Item 5 - Fees and Compensation ..................................................................................................................... 11 Pension Advisory Transfers Investment Management Services Fee Overview ....................................... 11 Investment Management Fee ................................................................................................................ 13 Financial Planning Fee ............................................................................................................................ 14 Other Fees .............................................................................................................................................. 14 Termination of Service ............................................................................................................................ 15 Conflict of Interest Between Different Fee Structures ............................................................................ 15 Item 6 - Performance Fees .............................................................................................................................. 15 Item 7 - Types of Clients .................................................................................................................................. 16 Description ............................................................................................................................................. 16 Account Minimums ................................................................................................................................. 16 Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss ................................................... 16 Methods of Analysis ............................................................................................................................... 16 Conflicts of Interest ................................................................................................................................ 17 Investment Strategies ............................................................................................................................. 17 Market, Security, and Regulatory Risks .................................................................................................. 17 Item 9 – Disciplinary Information .................................................................................................................... 21 3  www.hoxtonwealthusa.com Item 10 - Other Financial Industry Activities and Affiliations ........................... Error! Bookmark not defined. Brokerage Affiliations.............................................................................................................................. 21 Affiliations ............................................................................................... Error! Bookmark not defined. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................. 25 Code of Ethics ......................................................................................................................................... 25 Participation or Interest in Client Transactions ....................................................................................... 25 Personal Trading ..................................................................................................................................... 25 Item 12 - Brokerage Practices ......................................................................................................................... 26 Brokerage Selection and Soft Dollars ...................................................... Error! Bookmark not defined. Order Aggregation .................................................................................. Error! Bookmark not defined. Directing Brokerage for Client Referrals ................................................. Error! Bookmark not defined. Directed Brokerage ................................................................................. Error! Bookmark not defined. Item 13 - Review of Accounts .......................................................................................................................... 27 Periodic Reviews ..................................................................................................................................... 27 Review Triggers ....................................................................................................................................... 28 Regular Reports ...................................................................................................................................... 28 Item 14 - Client Referrals and Other Compensation ........................................................................................ 28 Incoming Client Referrals ........................................................................................................................ 28 Item 15 - Custody ............................................................................................................................................ 28 Custody Policy ........................................................................................................................................ 28 Account Statements ............................................................................................................................... 29 Performance Reports .............................................................................................................................. 29 Item 16 - Investment Discretion ...................................................................................................................... 29 Item 17 - Voting Client Securities .................................................................................................................... 30 Item 18 - Financial Information ....................................................................................................................... 30 4  www.hoxtonwealthusa.com ADV PART 2A Item 4 - Advisory Business Firm Description Hoxton Wealth (USA) LLC (Hoxton Wealth, the Adviser/Firm) was founded in 2019. The Firm is a registered investment advisor with the U.S. Securities and Exchange Commission (SEC). The Firm’s home office and principal place of business is Jersey City, New Jersey. Hoxton Wealth also maintains branch offices in Texas, Florida, Colorado, Mexico, Cyprus, United Kingdom, South Africa and the United Arab Emirates. Hoxton Wealth (USA) is wholly-owned by HCM Trading Holdings, Ltd., and is affiliated with numerous companies operating throughout the globe under the Hoxton Wealth name. Most operational personnel of the Firm are located in the United Arab Emirates branch office. Hoxton Wealth (USA) is a fee-only investment management and financial planning firm. The Firm does not sell securities on a commission basis. However, there may be some associated persons who are in other fields where they receive commissions as compensation. The Firm ownership is affiliated with entities that also recommend financial products or securities. The Firm operates with a flexible model where Investment Advisor Representatives (IARs) work as independent contractors, collaborating closely with a network of professionals to provide tailored financial advisory services. Each IAR is able to offer clients personalized advice, drawing on the specialized resources and support available from a broader team of professionals. This approach ensures that IARs can meet the unique financial goals and circumstances of each client while having access to comprehensive, expert-backed solutions. By maintaining their independence, IARs can negotiate fees and deliver services that are in the best interest of their clients, all while benefiting from the collective expertise and supervision provided by the Firm. Other professionals (e.g., lawyers, accountants, insurance agents, etc.) may be engaged directly by the client on an as- needed basis and not through the Firm. Any conflicts of interest arising out of the Adviser’s or its associated persons are disclosed in this brochure. The Adviser does not act as a custodian of client assets and the client always maintains asset control. Types of Advisory Services The Firm offers a range of investment programs tailored to the unique needs of its clients, but predominantly provides investment advisory services and pension consulting services to UK expatriates who are residing in the United States. In addition to working with expatriates, the Firm also provide financial planning and investment advisory services to US citizens and expatriates with US investment accounts. The services include pension transfer services, asset management and financial planning and consulting. As of December 31, 2024, the Adviser manages $469,959,308 on a non-discretionary basis. 5  www.hoxtonwealthusa.com Pension Transfer Services The Adviser provides specialized services to UK expatriates (Ex-Pats) who are seeking to manage their UK pension assets more flexibly while living and working outside of the United Kingdom. Many expatriates maintain defined benefit or defined contribution pension schemes from their previous employment in the UK, with these assets being managed by institutional trustees. Over time, many of these individuals prefer more control over their pension funds, especially when residing in the United States, and seek ways to consolidate or transfer their pension assets to more flexible arrangements. The Adviser assists clients in evaluating whether transferring their UK pension assets is in their best interest. UK pension legislation allows expatriates to transfer their pension funds into approved personal pension schemes such as a Self- Invested Personal Pension (SIPP). A SIPP allows clients to self-direct the management of their pension funds, giving them more flexibility and control over their investment choices. Throughout the decision-making process, the Adviser ensures that the client fully understands the terms, conditions, and investment restrictions associated with their SIPP. The Adviser’s goal is to provide a clear and informed pathway to help UK expatriates better manage their retirement assets while benefiting from the flexibility of personal pension schemes. If a client decides that transferring their pension assets is the right option, the Adviser facilitates the transfer process, including obtaining a statement of value from the existing pension trustee. The process is complex and time-consuming and can involve multiple layers of fees, which are described further below in Item 5. For clients transferring to a SIPP, the Adviser works closely with FCA-regulated pension trustees, selecting from a range of approved providers to ensure the transfer is conducted smoothly. The adviser’s network includes trustees like International Financial Group Limited (RL360, Ardan, IFG Pensions Ltd.), Capital International Group, Novia Global Limited/Novia Financial plc, and IFG Pension Services (UK) Limited (IFGL SIPP), which offer professional services for managing the pension assets. Once the assets are transferred, the Adviser provides ongoing investment management of the assets in the SIPP on a non- discretionary basis. *Please note that Hoxton Wealth does not offer tax or legal advice, including advice on US tax reporting requirements or other tax issues related to your pension transfers. The Adviser strongly recommends that you seek your own tax and legal advice, especially regarding tax treaties between the US and the UK (or any other relevant country) to avoid double taxation on your UK/EU pension. Additionally, holding US funds or other securities in your UK pension may result in a 30% tax withholding that you might not be able to recover. Please consult with a tax or legal advisor for any tax-related questions. 6  www.hoxtonwealthusa.com Asset Management Outside of the Pension Advisory Services to Ex-Pats, Hoxton Wealth also provides investment management services on a discretionary and non-discretionary basis through its custodians. Both discretionary and non-discretionary investment management services provide flexibility in allocating investments across a diverse range of asset classes, such as individual stocks, individual bonds, open-end mutual funds, closed-end mutual funds, exchange-traded funds, annuities and asset back securities. The investment strategies chosen are tailored to meet each client’s unique financial goals, risk tolerance, and investment preferences. Asset allocation will be customized to align with the client’s individual investment objectives, which may involve diversification. Clients should understand that the pursuit of their stated investment objectives is designed as a long-term endeavor, with ongoing adjustments and careful management to ensure alignment with evolving market conditions and personal circumstances. For custodial services, the Adviser currently partner with Interactive Brokers, Charles Schwab and Kingdom Trust Company for investments held outside of a SIPP. Hoxton Wealth also acts as a "promoter" (sometimes referred to as an "endorser" or "solicitor") or "co-advisor" for third- party program sponsors within a turnkey asset management program (TAMP). As a promoter, Hoxton Wealth refers clients to TAMPs and operates in accordance with the Advisers Act, including Rule 206(4)-1, known as the "Marketing Rule," which governs paid testimonials and endorsements. TAMPs are responsible for sponsoring advisory programs and charge clients an advisory fee based on their assets invested. In return, Hoxton Wealth receives a portion of that advisory fee. Key points regarding Hoxton Wealth's role as a promoter for these programs: • Hoxton Wealth generally performs various client-related services for a fee. This includes helping clients complete account opening paperwork, holding annual meetings to assess whether the program remains suitable, and facilitating communication between the TAMP and the client. • Typically, the TAMP is responsible for selecting the specific investments or sub-managers for the client's account. The responsibilities of Hoxton Wealth and the TAMP will be outlined in both the client agreement for the program and the TAMP's investment advisory or program disclosure document, which clients are encouraged to read before making any investment. • The client agreement is usually between the client and the TAMP. Hoxton Wealth may or may not be a party to the agreement, depending on the program. If Hoxton Wealth refers a client to a third-party asset manager and retains ongoing responsibilities, those mutual responsibilities will be detailed in a separate agreement titled “Investment Adviser Agreement – Third Party Programs,” available at (https://reports.adviserinfo.sec.gov/crs/crs_307387.pdf). Currently, the only TAMP that Hoxton Wealth offers to its clients is Advisors Capital Management's ("ACM") PathFinder program. The PathFinder program assists in managing assets that retirement plan participants choose to move into their self-directed brokerage accounts (SDBAs). It provides managed mutual fund strategies that can be combined in various ways to align with the client’s specific investment objectives, taking into account risk tolerance and time horizon. For direct payroll contributions, ACM has no minimum investment requirement, though your plan may impose limits on the amount you can invest or contribute to your SDBA. 7  www.hoxtonwealthusa.com For more details on the ACM PathFinder program or any other programs Hoxton Wealth may offer, including account minimums, fees, expenses, and potential conflicts of interest, please refer to the investment advisory or program disclosure document provided by the respective program sponsor before opening an account. Rollover Considerations and Recommendations When providing investment advice regarding your retirement plan or individual retirement account (IRA), we adhere to the fiduciary standards set forth by Title I of the Employee Retirement Income Security Act (ERISA) and/or the Internal Revenue Code. This means that we are legally required to act in your best interest when offering recommendations or advice about your retirement assets. As part of our advisory services, we may recommend that you consider rolling over your assets from an employer- sponsored retirement plan (such as a 401(k)) to an IRA. If you choose to follow this recommendation and roll your assets into an IRA that we manage, we will charge an asset-based fee, as outlined in the agreement you signed with our firm. It is important to note that this fee structure presents a conflict of interest (discussed below), as the firm’s compensation is directly tied to the rollover. However, you are under no obligation to proceed with the rollover or to have your assets managed by us if you choose to complete the rollover. In making a rollover decision, you should carefully consider all available options. Employers typically provide several alternatives for your retirement assets, which may include: Leaving your funds in your current employer's (or former employer's) plan. Cashing out and taking a taxable distribution from the plan. Rolling the funds into an IRA. 1. 2. Moving the funds to a new employer's retirement plan. 3. 4. Each of these options has its own set of advantages and disadvantages, and it is advisable to consult with a CPA or tax attorney to determine which choice best aligns with your financial situation and retirement goals. If you are considering rolling over your retirement assets to an IRA, there are several key factors to consider: 1. Investment Options: Employer retirement plans may have a more limited selection of investment options than IRAs. However, they might also offer unique opportunities, such as employer securities or closed funds that are not available in an IRA. 2. Costs and Fees: Your current retirement plan may have lower fees than an IRA, or the fees for managing an IRA may be higher depending on the investment strategy you choose. Be sure to compare costs, including mutual fund expense ratios, custodial fees, and any management fees associated with the IRA. 3. Risk and Return: IRA investment strategies may involve higher risks than those offered in your employer's plan. It’s important to consider your risk tolerance before making a decision. 4. Additional Services: Some employer plans offer financial advice, guidance, or model portfolio management at no additional cost. IRA providers may offer similar services, but these often come with additional fees. 5. Required Minimum Distributions (RMDs): With an IRA, you are required to start taking RMDs at age 72, while leaving assets in your employer’s plan may allow you to delay RMDs (if you are still working). This could be beneficial if you wish to defer taxes on your retirement savings. 6. Creditor Protection: Employer-sponsored plans may provide stronger creditor protection than IRAs. While IRAs generally offer bankruptcy protection, each state may have different rules regarding creditor protection, so you should consult a legal professional if this is a concern. 8  www.hoxtonwealthusa.com 7. Loan Options: Employer plans often allow participants to take loans from their retirement accounts, but this is not an option with IRAs. While rolling over your retirement assets into an IRA may offer more investment flexibility and control, it is essential to weigh the benefits and drawbacks of this decision in light of your individual financial circumstances and goals. In compliance with the Department of Labor (DOL) Prohibited Transaction Exemption (PTE) 2020-02, we acknowledge our fiduciary duty and disclose that the Firm benefits financially from the rollover of assets into managed IRA accounts, as it increases the Firm’s assets under management and advisory fees. However, we will only recommend a rollover when it is determined to be in your best interest. The Firm encourage you to fully understand your options and consult with all your financial professionals before making any decisions regarding the rollover of your retirement assets. Financial Planning Financial planning and/or consulting services assists clients in identifying and achieving long-term financial objectives through strategic approaches such as investments, tax planning, estate planning, insurance planning, asset allocation, risk management, and retirement planning among other areas. Hoxton Wealth offers comprehensive financial planning and colsulting services tailored to each client’s overall financial situation. Before engaging with the Adviser for financial planning services, clients may be required to execute a Financial Planning Agreement, which outlines the terms and conditions of the engagement (including termination). The agreement will also describe the scope of services to be provided, as well as the fee structure, specifying any portion of the fee due prior to the commencement of services. If requested, Hoxton Wealth may suggest the services of other professionals to facilitate the implementation of the recommended financial strategies in the financial plan. However, the clients are under no obligation to utilize the services of these recommended professionals. The client retains full discretion in deciding whether to accept any or all of such recommendations. Should the client choose to engage any of the recommended third-party professionals, Hoxton Wealth shall not be held liable for any issue that arises from that engagement. The responsibility for the quality and competency of those services rendered rests solely with the contracted professional(s) (e.g., attorney, accountant, insurance agent). Clients are advised that it is their responsibility to promptly inform Hoxton Wealth of any significant changes in their financial situation or investment objectives. This will enable Hoxton Wealth to assess and, if necessary, revise prior recommendations or services provided to the client. *Please note that Hoxton Wealth does not provide legal or accounting services, and its offerings should not be interpreted as such, including the preparation of estate planning documents or tax returns. Tailored Relationships The goals and objectives for each client are documented in our client relationship management system. Investment policy statements are created that reflect the stated goals and objective. Clients may impose restrictions on investing in certain securities or types of securities. 9  www.hoxtonwealthusa.com Wrap Fee Programs Hoxton Wealth does not currently sponsor nor provide management services to any wrap fee program (an advisory program under which a specified fee is charged for investment advisory services and execution of transactions). However, the Firm may recommend that its clients participate in a wrap-fee program, based on the client's specific financial needs and investment objectives. Other Services Insurance Services The Firm’s Investment Adviser Representatives (IARs) may offer insurance products. Products are offered though a third- party relationship and not directly through the Firm. Applicable IARs are appropriately licensed to sell insurance products to clients, in the applicable jurisdiction(s), and are allowed to earn commissions on these insurance products in addition to any fees earned from financial planning, investment management or other services offered. The commissions are based on the standard commission schedule of the provider of the insurance products and are generally not negotiable. There is an inherent conflict of interest in providing these products as the IAR will earn additional fees for recommending the purchase of insurance products. The Adviser does not make any representation that these products are available at the lowest cost and similar products are available from other providers. The client is under no obligation to purchase insurance products through the IARs. When applicable, the Adviser shall mitigate this conflict by reviewing the financial plan or investment policy statement of the client. Held-Away Assets Services Clients may also engage Hoxton Wealth to advise on certain investment products that are not maintained at their primary custodian ("held-away” accounts”), such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, the Adviser may recommend the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product's provider. Hoxton Wealth might also utilize the services of a third-party online platform to assist with the management of these client “held away” accounts. If Hoxton Wealth engages with the third-party online platform to manage these accounts, the adviser will be permitted to manage these accounts without having to reflect that it has custody of such assets. Hoxton Wealth will charge a fee for the management of these held-away assets in accordance with the investment management agreement (See Item 5 below). The fee charged by the third-party online platform for its services will be charged to Hoxton Wealth and not to the client. Non-Discretionary Investment Management Services Pension advisory services provided by Hoxton Wealth are exclusively offered on a non-discretionary basis. Also, Hoxton Wealth provides additional investment management services on a non-discretionary basis. This means that clients must 10  www.hoxtonwealthusa.com retain full control over all investment decisions, as Hoxton Wealth cannot execute any transactions on the client’s behalf without prior approval. Clients who engage Hoxton Wealth on a non-discretionary basis acknowledge and accept that Hoxton Wealth is not authorized to make changes to their accounts or execute trades without explicit consent for each transaction. In situations where Hoxton Wealth identifies an appropriate transaction, but the client is unavailable to provide consent, the Adviser will be unable to proceed with the transaction, as it would for a client under a discretionary arrangement. Item 5 - Fees and Compensation Pension Advisory Transfers Investment Management Services Fee Overview When transferring your UK pension to a Self-Invested Personal Pension (SIPP), you will incur various fees, which include but are not limited to the following: 1. Initial Fee This fee covers planning, analysis, advice, and consultation related to your pension transfer. It is based on a percentage of the pension assets being transferred, and it is either deducted directly from the pension transfer amount or paid by you separately. o Maximum Initial Fee: 5% for assets between £250,000 and £1,000,000. o Maximum Initial Fee: 3% for assets over £1,000,000. o The initial fee is a contingent fee—meaning you will only pay it if you proceed with the transfer. If the fee is paid from the transferred pension assets, it will reduce the amount available for investment. o If applicable, additional fees for a UK-qualified advisor to prepare a suitability report (especially for defined benefit transfers) can be £5,000 or more. This fee is paid directly to the UK advisor and is not controlled by Hoxton Wealth. 2. Annual Asset Management Fee After the transfer, an ongoing annual fee for managing and monitoring your pension assets will be charged. o Maximum Annual Fee: 1.5% of the pension assets under management. o This fee is typically deducted monthly or quarterly in arrears (depending on the custodian), based on the value of the assets in your SIPP. 11  www.hoxtonwealthusa.com 3. Additional Fees o Platform & Custodian Fees: These fees are charged by the platform provider, custodian, or trustee for maintaining and administrating your pension account. o Transaction Fees: You will pay fees for securities transactions executed in your account, as per the custodian’s fee schedule. o Discretionary Fund Manager Fees: If you choose to use a discretionary fund manager, you may incur additional fees of up to 1% on the assets allocated to them. o Other Fees: These include setup fees, ongoing administrative charges, and exit fees if you change platforms or trustees. 4. Bond Wrappers If you opt to purchase a portfolio bond or insurance wrapper, additional setup, ongoing administration, and dealing fees will apply. Please note that purchasing a bond wrapper will increase your costs over time, and early withdrawal may incur penalties. Important Notes: • The Adviser’s minimum Investment Management Agreement account size is generally $25,000.00 but may be lower with management approval. • Fees are negotiable and will depend on various factors, such as the size and complexity of your pension transfer and the services required. • The total fees, including advisory, platform, and third-party management fees, may exceed 5% in the first year and may continue at over 1.5% annually thereafter. • Always ensure you understand all associated costs before proceeding with a transfer. • Fees for the investment management services provided may be more than the cost of purchasing the same service separately or through other asset management programs. Clients are hereby advised that lower fees for comparable services may be available from other sources. We do not provide tax or legal advice, and we recommend seeking independent advice regarding tax implications and other relevant matters before proceeding with a pension transfer. 12  www.hoxtonwealthusa.com Termination of UK Pension Transfers Services You can terminate investment advisory services without penalty within 5 business days of signing the advisory agreement by providing written notice. After that, you may terminate by sending written notice to the Adviser. You will be responsible for any third-party fees incurred, such as dealing, trustee, platform, custodial, or UK service provider fees. • If termination occurs before the pension asset transfer starts, you will be responsible for any third-party expenses, including the FCA report from a UK-qualified advisor. • If review or advice has already been provided, you will not receive a prorated refund of the initial fee, as it covers the Adviser’s time and analysis. You agree to pay a prorated portion of the annual management fee for the days up to the termination date. • Investment Management Fee The Adviser may charge a one-time onboarding fee for all new international investment management only clients ranging from $500-$1000 based on the initial new account value. This fee is intended to compensate the Adviser for the costs associated with the client onboarding process, including but not limited to the setup of client accounts, integration with technology platforms, anti-money laundering and sanction checking, and the administrative and back-end services required to establish the client’s account on the platform. The fee is charged at the inception of the client relationship and is separate from any ongoing advisory fees or other charges that may apply. Clients will be informed of this fee prior to the initiation of services. Investment management fees for investment management services only clients are billed monthly or quarterly and collected in arrears. Management fees are based on the market value of the assets held in the client account(s) at the end of the previous quarter or month depending on the custodian. The fee ranges from up to 1.75% per annum. The amount of the fee is reviewed on a case-by- case basis depending upon several factors including assets invested, amount of attention required to manage the relationship, and the amount of work involved. Fees are deducted from the client account to facilitate billing as authorized by the investment management agreement. In accordance with the terms of the investment management agreement, refunds are calculated on a pro-rata basis from the point the contract was terminated to the end of the billed quarter. Further billing from the firm will be halted. Arrangements may be made for advance or invoice billing at sole discretion of the Adviser. The IAR assigned the client relationship will review the accuracy of account charging/billing against the fees agreed in our agreements with the client. This is the IAR’s responsibility, and the Adviser receives confirmation from each IAR in the form of an annual attestation that they have completed the review. Confirmation of the charging/billing will be provided to clients in the annual report. For more information on the fees charged by third-party asset management programs described in Item 4 – Advisory Business, please see the Form ADV Part 2A of the program sponsor and the applicable Client Agreement and Fee Disclosure. 13  www.hoxtonwealthusa.com Financial Planning Fee Financial planning and/or consulting services fees are strictly for financial planning and/or consulting services and are determined by several factors, including the complexity of the client’s financial situation, the time required for consultation, and the nature and scope of the services requested. For initial financial planning consultations, clients are typically required to pay a retainer equal to fifty percent (50%) of the estimated total consultation fee in advance. The balance of the fee is generally due upon completion of the financial planning and/or consulting services. The initial fee for financial planning and/or consulting services is up to $2,500. For ongoing financial planning and/or consulting services, a fee shall not exceed 1,000 per year. Other Fees Unless the client portfolio account is in a wrap program, the client will likely incur fees from brokerages, custodians, administrators, and other service providers. These fees are incurred as a result of managing a client account and are charged by the service provider. The amount and nature of these fees are based on the service provider’s fee schedule(s) at the provider’s sole discretion. These fees are separate and distinct from any fees charged by the Adviser. The Adviser does not currently receive fees or commissions from any of these arrangements. Hoxton Wealth shall periodically review the business relationships and may elect to initiate the receipt of fees. The Adviser or the sub-advisers selected by the Adviser may include mutual funds, variable annuity products, ETFs, and other managed products or partnerships in clients’ portfolios. Clients may be charged for the services by the providers/managers of these products in addition to the management fee paid to the Adviser. The fees and expenses charged by the product providers are separate and distinct from the management fee charged by the Adviser. These fees and expenses are described in each mutual fund’s or underlying annuity fund’s prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. No-load or load-waived mutual funds may be used in client portfolios so there would be no initial or deferred sales charges; however, if a fund that imposes sales charges is selected, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund or variable annuity or investment partnership directly, without the services of the Adviser and may purchase investment products the Adviser recommends through other brokers or agents. Accordingly, the client should review both the fees charged by the funds and the applicable program fee charged by the Adviser to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. If it is determined that a client portfolio shall contain corporate debt or other types of over-the-counter securities, the client may pay a mark-up or mark-down or a spread to the broker or dealer on the other side of the transaction that is built into the purchase price of the security. These trades are generally at the request of the client. The fees may vary in size depending on the nature of the client’s requests. 14  www.hoxtonwealthusa.com Termination of Service A Client may terminate investment advisory services at any time by notifying the Adviser in writing. Clients shall be charged pro rata for services provided through to the date of termination. If the client made an advance payment, the Adviser will refund any unearned portion of the advance payment. Adviser will refund any pre-paid, unearned fees based on the number of days remaining in the quarter after the effective date of termination. Refunds will be made within thirty (30) calendar days of the effective date of termination. Adviser reserves the right to charge up to $100 to close an Account. The Adviser reserves the right to terminate any engagement where a client has willfully concealed or has refused to provide pertinent information about financial situations when necessary and appropriate, in the Adviser’s judgment, to providing proper financial advice. Any unused portion of fees collected in advance will be refunded within thirty (30) calendar days of the effective date of termination. The Adviser’s Privacy Policy and the Adviser’s Disclosure Statement(s) shall be provided to potential client(s) prior to, but not later than, the date of execution of the Investment Management Agreement. Clients shall have the option to terminate the Agreement without penalty within five business days after the date of execution. Conflict of Interest Between Different Fee Structures The Adviser offers several different services detailed in this brochure that compensate the Adviser differently depending on the service selected. There is a conflict of interest for the Adviser and its associated personnel to recommend the services that offer a higher level of compensation to the Firm through either higher management fees or reduced administrative expenses, including services provided to identified family members and/or designated friends of the Adviser at a negotiable rate outside of the Minimum Annualized Investment Management Fees. The Adviser mitigates this conflict through its procedures to review client accounts relative to the client’s or the investor’s personal financial situation to ensure the investment management service provided is appropriate. Neither the Adviser nor associated personnel on behalf of the Adviser accept compensation for the sale of securities or other investment products in their role with the Firm. However, associated personnel through their outside business activities receive compensation for the sale of securities or other investment products. Outside business activities may present a conflict of interest, presenting an incentive to recommend investment products based on the compensation received, rather than on a client’s needs. For additional information review Item 10 of this Brochure. Further, the Adviser is committed to its obligation to ensure associated persons adhere to the Firm’s Code of Ethics and to ensure that the Firm and its associated persons fulfill their fiduciary duty to clients or investors. The Firm and associated personnel will discuss the potential conflicts that could arise during the initial client meeting and at least annually thereafter. Item 6 - Performance Fees Neither Hoxton Wealth, nor any supervised person of Hoxton Wealth charge performance-based fees. Clients have the option to purchase investment products the Adviser recommends through other brokers or agents that are not affiliated with the Firm. 15  www.hoxtonwealthusa.com Item 7 - Types of Clients Description Hoxton Wealth generally provides investment management and pension consulting services to expatriates or other nationals residing in the United States who maintain international pension assets. In addition to working with expatriates, the Firm also provide financial planning and investment advisory services to US citizens and expatriates with US investment accounts. The services include pension transfer services, asset management and financial planning and consulting. Account Minimums The minimum account size is $25,000.00 of assets under management. The Adviser has the sole discretion to waive the account minimum. Accounts holding less than the minimum may be accepted when the Client and the Firm anticipate the Client adding additional funds to the account balance, bringing the total to Firm minimum account size, within a reasonable time. Other exceptions will apply to employees of the Adviser and their relatives, or relatives of existing Clients. Clients receiving ongoing investment management services are assessed a maximum annual percentage of up to 1.75%. Clients with assets below the minimum account size pay a higher percentage rate on their annual fees than the fees paid by clients with greater assets under management. Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis Security analysis methods may include charting, fundamental analysis, technical analysis, cyclical analysis or other applicable methods. The main sources of information include financial newspapers and magazines, inspections of corporate activities, research materials prepared by others, corporate rating services, timing services, annual reports, prospectuses, filings with the Securities and Exchange Commission, and company press releases. 16  www.hoxtonwealthusa.com Conflicts of Interest In the administration of client accounts, portfolios and financial reporting, the Adviser faces inherent conflicts of interest which are described in this brochure. Generally, the Adviser mitigates these conflicts through its Code of Ethics which provides that the client's interest is always held above that of the Firm and its associated persons. Investment Strategies Strategies may include long-term purchases, short-term purchases, trading, short sales, margin transactions, and option writing (including covered options, uncovered options or spreading strategies). The primary investment strategy used on client accounts is strategic asset allocation utilizing a core and satellite approach. This means that we use passively managed index and exchange- traded funds as the core investments, and then add actively managed funds where there are greater opportunities to make a difference. Portfolios are globally diversified to control the risk associated with traditional markets. These strategies are controlled by the Advisor through an investment committee, where Model Portfolios are issued for use with the Firm’s clients. These Model Portfolios are matched to client’s Attitude To Risk profile. Each profile has a banded volatility rating, which the firm matches to an overall portfolio volatility for every Model Portfolio. A Model Portfolio will be recommended to a client based on their Attitude To Risk, however a client may override this recommendation and request a higher or lower Attitude To Risk depending on their objectives. An IAR will be given discretion regarding the recommendation of a Model Portfolio, based on their ADV Part 2B, or other assets/strategies within the confines of the firm’s Policies and Procedures. If the IAR deviates away from the strategy that firm suggests they are wholly responsible for this and the firm takes no liability for any of their actions. The investment strategy for a specific client is based upon the objectives stated by the client during consultations. The client may change these objectives at any time. Each client executes an Investment Policy Agreement documenting their objectives and their desired investment strategy. However, investing in securities does involve risk of loss that clients should be prepared to bear. The Adviser’s strategies do not involve frequent trading. Market, Security, and Regulatory Risks Any investment with the Adviser involves significant risk, including a complete loss of capital and conflicts of interest. All investment programs have certain risks that are borne by the investor which are described below: Market Risks Competition. The securities industry and the varied strategies and techniques to be engaged in by the Adviser are extremely competitive, and each involves a degree of risk. The Adviser will compete with firms, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. 17  www.hoxtonwealthusa.com Market Volatility. The profitability of the Adviser substantially depends upon it correctly assessing the future price movements of stocks, bonds, options on stocks, and other securities and the movements of interest rates. The Adviser cannot guarantee that it will be successful in accurately predicting price and interest rate movements. Hoxton Capital Management USA’s Investment Activities. The Adviser’s investment activities involve a significant degree of risk. The performance of any investment is subject to numerous factors which are neither within the control of nor predictable by the Adviser. Such factors include a wide range of economic, political, competitive, technological and other conditions (including acts of terrorism and war) that may affect investments in general or specific industries or companies. The securities markets may be volatile, which may adversely affect the ability of the Adviser to realize profits. Material Non-Public Information. By reason of their responsibilities in connection with other activities of the Adviser and/or its affiliates, certain principals or employees of the Adviser and/or its affiliates may acquire confidential or material non- public information or be restricted from initiating transactions in certain securities. The Adviser will not be free to act upon any such information. Due to these restrictions, the Adviser may not be able to initiate a transaction that it otherwise might have initiated. Accuracy of Public Information. The Adviser selects investments, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to the Adviser by the issuers or through sources other than the issuers. Although the Adviser evaluates all such information and data and sometimes seeks independent corroboration when it is considered appropriate and reasonably available, the Adviser is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not available. Investments in Undervalued Securities. The Adviser intends to invest in undervalued securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer opportunities for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Adviser’s investments may not adequately compensate for the business and financial risks assumed. Small Companies. The Adviser may invest a portion of its assets in small and/or unseasoned companies with small market capitalization. While smaller companies generally have the potential for rapid growth, they often involve higher risks because they may lack the management experience, financial resources, product diversification and competitive strength of larger companies. In addition, in many instances, the frequency and volume of their trading may be substantially less than is typical of larger companies. As a result, the securities of smaller companies may be subject to wider price fluctuations. Leverage. When deemed appropriate by the Adviser and subject to applicable regulations, the Adviser may incur leverage in its investment program, whether directly through the use of borrowed funds, or indirectly through investment in certain types of financial instruments with inherent leverage, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying securities while giving the purchaser the full benefit of movement in the market of those underlying securities. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. Options and Other Derivative Instruments. 18  www.hoxtonwealthusa.com The Adviser may invest, from time to time, in options and other derivative instruments, including, but not limited to, the buying and selling of puts and calls on some of the securities held by the Adviser. The prices of many derivative instruments, including many options and swaps, are highly volatile. The values of options and swap agreements depend primarily upon the price of the securities, indexes, commodities, currencies or other instruments underlying them. Price movements of options contracts and payments pursuant to swap agreements are also influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. Options on highly volatile securities, currencies or other assets may be more expensive than options on other investments. Hedging Transactions. Investments in financial instruments such as forward contracts, options, commodities and interest rate swaps, caps and floors, other derivatives, and other investment techniques are commonly utilized by investment funds to hedge against fluctuations in the relative values of their portfolio positions as a result of changes in currency exchange rates, interest rates and/or the equity markets or sectors thereof. Any hedging against a decline in the value of portfolio positions does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the portfolio positions’ value. Such hedging transactions also limit the opportunity for gain if the value of the portfolio positions should increase. The Adviser is not obligated to establish hedges for portfolio positions and may not do so. Market or Interest Rate Risk. The price of most fixed income securities moves in the opposite direction of the change in interest rates. For example, as interest rates rise, the price of fixed income securities falls. If the Adviser holds fixed income security to maturity, the change in its price before maturity may have little impact on the Adviser’s performance; however, if the Adviser has to sell the fixed income security before the maturity date, an increase in interest rates could result in a loss to the Adviser. Fixed Income Call Option Risk. Many bonds, including agency, corporate and municipal bonds, and all mortgage-backed securities, contain a provision that allows the issuer to “call” all or part of the issue before the bond’s maturity date. The issuer usually retains this right to refinance the bond in the future if market interest rates decline below the coupon rate. There are three disadvantages to the call provision. First, the cash flow pattern of a callable bond is not known with certainty. Second, because the issuer will call the bonds when interest rates have dropped, the Adviser is exposed to reinvestment rate risk – the Adviser will have to reinvest the proceeds received when the bond is called at lower interest rates. Finally, the capital appreciation potential of a bond will be reduced because the price of a callable bond may not rise much above the price at which the issuer may call the bond. Inflation Risk. Inflation risk results from the variation in the value of cash flows from a security due to inflation, as measured in terms of purchasing power. For example, if the Adviser purchases a 5-year bond in which it can realize a coupon rate of five percent (5%), but the rate of inflation is six percent (6%), then the purchasing power of the cash flow has declined. For all but inflation- linked bonds, adjustable bonds or floating rate bonds, the Adviser is exposed to inflation risk because the interest rates the issuer promises to make are fixed for the life of the security. Investments in Non-U.S. Investments. From time to time, the Adviser may invest and trade a portion of its assets in non-U.S. securities and other assets (through ADRs and otherwise), which will give rise to risks relating to political, social and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject. Such risks may include: • Political or social instability, the seizure by foreign governments of company assets, acts of war or terrorism, withholding taxes on dividends and interest, high or confiscatory tax levels, and limitations on the use or transfer of portfolio assets. • Enforcing legal rights in some foreign countries is difficult, costly and slow, and there are sometimes special problems enforcing claims against foreign governments. Foreign securities and other assets often trade in currencies other than the U.S. dollar, and the Adviser may directly • 19  www.hoxtonwealthusa.com hold foreign currencies and purchase and sell foreign currencies through forward exchange contracts. Changes in currency exchange rates will affect the Adviser’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of investments. An increase in the strength of the U.S. dollar relative to these other currencies may cause the value of the Adviser’s investments to decline. Some foreign currencies are particularly volatile. Foreign governments may intervene in the currency markets, causing decline in value or liquidity of the Adviser’s foreign currency holdings. If the Adviser enters into forward foreign currency exchange contracts for hedging purposes, it may lose the benefits of advantageous changes in exchange rates. On the other hand, if the Adviser enters forward contracts for the purpose of increasing return, it may sustain losses. • Non-U.S. securities, commodities and other markets may be less liquid, more volatile and less closely supervised by the government than in the United States. Foreign countries often lack uniform accounting, auditing and financial reporting standards, and there may be less public information about the operations of issuers in such markets. Risk of Default or Bankruptcy of Third Parties. The Adviser may engage in transactions in securities, commodities, other financial instruments and other assets that involve counterparties. Under certain conditions, the Adviser could suffer losses if a counterparty to a transaction were to default or if the market for certain securities, commodities, other financial instruments and/or other assets were to become illiquid. Regulatory Risks Strategy Restrictions. Certain institutions may be restricted from directly utilizing investment strategies of the type in which the Adviser may engage. Such institutions, including entities subject to ERISA, should consult their own advisers, counsel and accountants to determine what restrictions may apply and whether an investment in the Adviser is appropriate. Trading Limitations. For all securities, instruments and/or assets listed on an exchange, including options listed on a public exchange, the exchange generally has the right to suspend or limit trading under certain circumstances. Such suspensions or limits could render certain strategies difficult to complete or continue and subject the Adviser to loss. Also, such a suspension could render it impossible for the Adviser to liquidate positions and thereby expose the Adviser to potential losses. Conflicts of Interest. In the administration of client accounts, portfolios and financial reporting, the Adviser faces inherent conflicts of interest which are described in this brochure. Generally, the Adviser mitigates these conflicts through its Code of Ethics which provides that the client’s interest is always held above that of the Firm and its associated persons. Identified material conflicts of interest regarding the Adviser or associated persons are disclosed in this brochure. Supervision of Trading Operations. The Adviser, with assistance from its brokerage and clearing firms, intends to supervise and monitor trading activity in the portfolio accounts to ensure compliance with firm and client objectives. Despite the Adviser’s efforts, however, there is a risk that unauthorized or otherwise inappropriate trading activity may occur in portfolio accounts. Depending on the nature of the investment management service selected by a client and the securities used to implement the investment strategy, clients will be exposed to risks that are specific to the securities in their particular investment portfolio. 20  www.hoxtonwealthusa.com Security Specific Risks Liquidity. Liquidity is the ability to readily convert an investment into cash. Securities where there is a ready market that is traded through an exchange are generally more liquid. Securities traded over the counter or that do not have a ready market or are thinly traded are less liquid and may face material discounts in price level in a liquidation situation. Currency. Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. Limited Liquidity of Interests. An investment in a partnership usually involves substantial restrictions on liquidity and its interests are not freely transferable. There is no market for these interests and no market should be expected to develop. Additionally, transfers are usually subject to the consent of the general partner at the general partner’s sole discretion. Lack of Registration. Funds or LP interests have neither been registered under the Securities Act nor under the securities or “blue sky” laws of any state and therefore, are subject to transfer restriction. Withdrawal of Capital. The ability to withdraw funds from the funds or LP interests is usually restricted in accordance with the withdrawal provisions contained in an Offering Memorandum. In addition, substantial withdrawals by investors within a short period of time could require a fund to liquidate securities positions and other investments more rapidly than would otherwise be desirable, possibly reducing the value of the fund’s assets and/or disrupting the fund’s investment strategy. Item 9 – Disciplinary Information Firm personnel involved in legal or disciplinary events related to past investment activity are disclosed on the applicable Brochure Supplements including the resolution of such events. Item 10 – Other Financial Industry Activities and Affiliations Brokerage and Custodial Affiliations The Adviser does not maintain custody of client assets, although it may be deemed to have limited custody in cases where it is authorized to deduct advisory fees directly from client accounts, consistent with the SEC’s Investment Adviser Association No-Action Letter dated February 21, 2017. Client assets must be held in accounts maintained by a qualified custodian, such as a bank, broker-dealer, or trust company. While the Adviser may recommend certain custodians based on factors such as platform integration, service quality, and cost-effectiveness, clients are not required to use a recommended custodian and are free to select their own, subject to the Adviser’s ability to work with that custodian. The Adviser currently utilizes the following custodians for client accounts, outside of pension transfer/SIPP arrangements: 21  www.hoxtonwealthusa.com • Charles Schwab & Co., Inc. – A U.S.-based broker-dealer and qualified custodian regulated by the SEC and a member of FINRA/SIPC. Schwab offers a custodial platform commonly used for advisory clients domiciled in the United States or maintaining U.S.-based assets. • Interactive Brokers LLC (IBKR) – A U.S.-based broker-dealer and qualified custodian registered with the SEC, FINRA, and other global regulatory authorities. IBKR offers global brokerage access and is used for clients requiring multi-currency trading or cross-border investing solutions. • Choice and Digital Trust (Digital Trust)– A regulated trust company custodian, commonly used by clients who require custody of alternative assets or who hold assets in retirement accounts such as IRAs. Digital Trust is registered and regulated by the State of Nevada. For clients engaging in self-directed pension plan arrangements (e.g., SIPP transfers), the Adviser may work with international pension administrators and custodians, including: • RL360 (International Financial Group) – Regulated by the Isle of Man Financial Services Authority • Capital International Group • Novia Global Limited / Novia Financial plc – Regulated by the UK Financial Conduct Authority • Sovereign Pension Services (UK) Limited – Regulated by the UK Financial Conduct Authority The Adviser performs appropriate due diligence on all third-party custodians and administrators prior to engagement, including verification of regulatory status, operational capability, and custodial safeguards. Important Disclosure: While the Adviser may recommend a particular custodian, clients are responsible for opening the custodial account directly and entering into an account agreement with the chosen provider. The Adviser does not open accounts on behalf of clients. Custodian fees and service structures are separate and in addition to any advisory fees paid to the Adviser. Conflicts of Interest Related to IAR Business Activities Some Investment Adviser Representatives (IARs) of the Adviser are independent contractors rather than employees. As independent contractors, these IARs may have other business interests or professional engagements, which could result in: • Reduced time or attention allocated to advisory clients; • Differing standards or methods of service delivery compared to employee IARs; and • Economic incentives not aligned with the best interest of clients. Additionally, some IARs are licensed insurance agents of an affiliate insurance agency ( Hoxton Risk) and may offer insurance products to clients outside the scope of their investment advisory relationship. These IARs may receive commissions or other compensation from the sale of insurance products. This creates a conflict of interest as they have a financial incentive to recommend such products. Clients are under no obligation to purchase insurance through any IAR of the Adviser and are encouraged to consider other providers. Furthermore, certain IARs, including Mr. Christopher A. Ball, who is an indirect owner of the Firm, are licensed or registered in foreign jurisdictions to provide investment advisory or financial planning services. These jurisdictions include: 22  www.hoxtonwealthusa.com • United Kingdom (regulated by the FCA) • Cyprus (regulated by CySEC) • Australia (regulated by ASIC) • United Arab Emirates (regulated by CSA and DFSA) Advisory activities in those jurisdictions are conducted independently of the Adviser, though Mr. Ball maintains ownership interests in affiliated international firms. These dual roles may result in competing obligations, differing regulatory standards, and financial incentives that create actual or perceived conflicts of interest. Affiliations with Related Persons and Investment Platforms The Adviser is indirectly affiliated with Aditum Investment Management Limited, a non-affiliated investment manager regulated by the Dubai Financial Services Authority. Mr. Ball and other affiliated personnel serve on Aditum’s investment committee, and compensation for their services is received through Hoxton Marketing Management LLC (HMM UAE), an entity under common ownership. Aditum Investment Funds, managed by Aditum Investment Management Limited, may be recommended to international clients of the Adviser. This presents a conflict of interest, as advisory personnel may financially benefit from recommendations involving Aditum products. Clients are not obligated to invest in these products, and the Adviser seeks to mitigate this conflict through disclosure and compliance oversight. Mr. Ball is also an indirect owner H Capital Financial Productions Promotion, a global investment administration firm. The firm supports administrative functions for various advisory firms across jurisdictions and operates under a Master Services Agreement with each entity. These relationships may create conflicts when services or products of related entities are recommended to clients. The Adviser reviews all client engagements and transactions to identify and manage such conflicts. Cross-Border and Global Firm Involvement Mr. Ball maintains ownership (through his indirect ownership of HCM Trading Holdings, Ltd.) and executive leadership roles in multiple international investment advisory firms, including: • Hoxton Capital Management (UK) Ltd. – FCA-regulated (United Kingdom) • Hoxton Wealth (UK) Ltd. – FCA-regulated (United Kingdom) • Hoxton Capital Management (Europe) Ltd. – CySEC-regulated (Cyprus) • Hoxton Capital Management (Australia) Pty. Ltd. – ASIC-regulated (Australia) • Hoxton Capital Management South Africa (Pty.) Ltd. – FSCA-regulated (South Africa) • Hoxton Wealth (DIFC) Limited – DFSA-regulated (United Arab Emirates) • H Capital Financial Products Promotion LLC– SCA-regulated (United Arab Emirates) These entities operate independently of the Adviser but share common ownership. Mr. Ball’s involvement in these firms includes marketing, solicitation, and/or oversight of investment products and services, which may lead to conflicts of interest. Although there is no requirement that clients engage with these affiliated entities or 23  www.hoxtonwealthusa.com products, financial incentives may influence recommendations. Compensation and Conflicts of Interest Hoxton Wealth and its Investment Adviser Representatives (“IARs”) may face conflicts of interest when recommending certain investment products, strategies, or account structures, particularly where compensation or incentives are involved. These conflicts are described below, along with the steps the firm takes to identify, disclose, and mitigate them. Compensation-Based Sales Incentive Programs, Rollovers, and Affiliated Products From time to time, Hoxton Wealth may sponsor internal incentive programs designed to encourage specific business activities by IARs. These incentive programs may reward IARs for: • Recommending that clients roll over assets from employer-sponsored retirement plans into advisory accounts managed by Hoxton Wealth or its affiliates; • Recommending or placing client assets into investment products, including mutual funds, model portfolios, or other offerings that are managed by or affiliated with Hoxton Wealth. These incentive programs may include non-cash rewards (such as recognition awards, travel experiences, or exclusive event invitations) with compensation directly or indirectly tied to the volume, type, or frequency of certain transactions or product placements. Conflict of Interest These incentive programs present a conflict of interest because they may financially motivate IARs to make recommendations that generate additional compensation for themselves or revenue for Hoxton Wealth or its affiliates, regardless of whether such recommendations are in the client’s best interest. Specifically, these programs may incentivize IARs to: • Recommend rolling over retirement plan assets into an advisory account, even when leaving the assets in the employer plan may be more appropriate; • Recommend proprietary or affiliated investment products, which may generate additional fees or revenue to the firm or its affiliates through management, servicing, or administrative charges. Mitigation and Oversight Hoxton Wealth has implemented policies and procedures to mitigate these conflicts of interest, including: • Requiring IARs to act in the best interest of each client at all times and to document the basis for rollover or product recommendations; • Providing ongoing training and supervision related to fiduciary duty, conflicts of interest, and appropriate product selection; • Disclosing compensation arrangements and conflicts to clients in advance of any transaction; and, • Encouraging clients to ask questions, consider all available options, and seek independent advice prior to executing rollovers or investing in affiliated products. Clients should carefully evaluate whether a rollover or investment in a proprietary or affiliated product is suitable 24  www.hoxtonwealthusa.com for their personal financial situation, and may request additional information about any compensation or incentives that their IAR may receive. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The Adviser has adopted a Code of Ethics which establishes standards of conduct for its supervised persons. The Code of Ethics includes general requirements that such supervised persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, conflicts of interest and confidentiality of client information. It requires supervised persons to report their personal securities transactions and holdings quarterly to the Adviser’s Compliance Officer and requires the Compliance Officer to review those reports. It also requires supervised persons to report any violations of the Code of Ethics promptly to the Adviser’s Compliance Officer. Each supervised person of the Adviser receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received the materials. Annually, each supervised person must certify that he or she complied with the Code of Ethics during that year. Clients and prospective clients may obtain a copy of the Adviser’s Code of Ethics by contacting the Compliance Officer of the Adviser. Participation or Interest in Client Transactions Under the Adviser’s Code of Ethics, the Adviser and its managers, members, officers and employees may invest personally in securities of the same classes as are purchased for clients and may own securities of the issuers whose securities are subsequently purchased for clients. If an issue is purchased or sold for clients and any of the Adviser, managers, members, officers and employees on the same day purchase or sell the same security, either the clients and the Adviser, managers, members, officers or employees shall receive or pay the same price, or the clients shall receive a more favorable price. The Adviser and its managers, members, officers and employee may also buy or sell specific securities for their own accounts based on personal investment considerations, which the Adviser does not deem appropriate to buy or sell for clients. Personal Trading Justin Burse is the Chief Compliance Officer of Hoxton Wealth. Mr. Burse reviews employee trades each quarter (except for his own trading activity which is reviewed by a director of the Firm). The reviews assist the Firm in monitoring employee personal trading activity to discourage the trading from affecting the markets and trading disadvantageous to Firm clients. The Firm and associated persons do not recommend buy or sell securities for client accounts in which the Adviser and associated persons has a material financial interest, except as detailed above. 25  www.hoxtonwealthusa.com Item 12 – Brokerage Practices Brokerage Selection and Custodian Relationships Hoxton Wealth (“the Adviser”) has discretionary authority to recommend or select custodians and brokers for client accounts without obtaining specific consent for each transaction. While clients may request the use of a specific broker or custodian (see Directed Brokerage below), in most cases, clients rely on the Adviser’s evaluation of custodial and execution services. Hoxton Wealth generally recommends the following qualified custodians for brokerage and custodial services, depending on the nature and location of the client’s investment needs: • Charles Schwab & Co., Inc. • Interactive Brokers LLC (IBKR) • Choice and Digital Trust (Digital Trust) • SIPP and pension-specific custodians and trustees, including International Financial Group (RL360), Capital International Group, Novia Financial plc./Novia Global Limited, and Sovereign Pension Services (UK) Limited, for clients engaging in self-directed pension arrangements (e.g., SIPP accounts). While the Adviser may recommend or facilitate relationships with these custodians, clients ultimately open their accounts directly and enter into separate agreements with each provider. Custodial selection is based on a variety of factors including execution quality, operational capabilities, pricing, platform integration, and regulatory status. The Adviser does not receive compensation from these custodians at this time but may reassess these relationships periodically. Soft Dollar Benefits and Research Services The Adviser does not maintain formal soft dollar arrangements. However, custodians or brokers used by the Adviser may provide research, technology tools, or back-office services that benefit the Adviser’s operations. These services may include, but are not limited to: • Investment research or market data • Trading software or tools • Access to conferences, webinars, or strategy reports • Practice management or compliance tools These services are not directly tied to client transactions but may present an indirect conflict of interest because the Adviser benefits from services not paid for directly. The Adviser seeks to ensure that these services fall within the safe harbor provided under Section 28(e) of the Securities Exchange Act of 1934, as amended, and will make a good-faith determination that any resulting costs are reasonable in relation to the value of the services received. The Adviser is not obligated to seek the lowest possible commission rate or execute trades exclusively based on cost. Rather, it considers the overall quality of execution and value delivered, which may include execution speed, access to liquidity, platform integration, and support services. Best Execution Policy 26  www.hoxtonwealthusa.com In accordance with its fiduciary duty, the Adviser seeks to achieve best execution, meaning execution of transactions in such a manner that the total cost or proceeds in each transaction is the most favorable under the circumstances. However, best execution does not necessarily mean the lowest commission rate. Factors considered include: • Financial strength and reliability of the broker or custodian • Efficiency and timeliness of execution • Availability of research or support services • Range of investment products or access to markets The Adviser periodically reviews the performance and pricing of brokers and custodians to evaluate whether best execution is being achieved. Order Aggregation The Adviser does not aggregate client trades (also known as block trading) at this time. Each client’s account is managed and traded independently. As a result, clients may receive different execution prices or pay different transaction costs, particularly when multiple clients are trading the same or similar securities on the same day. Directed Brokerage The Adviser permits, but does not require, clients to direct brokerage to a specific broker or dealer. If a client directs the use of a particular broker, the Adviser may be unable to negotiate commission rates or ensure best execution. Additionally, clients directing brokerage may: • Incur higher transaction costs than if the Adviser had selected the broker; • Experience execution delays or price differences; • Be excluded from certain trading opportunities or strategies due to platform limitations. Clients should consider the potential impact of directing brokerage when making such a request. Broker Referrals and Compensation The Adviser and its associated persons do not receive client referrals from broker-dealers or custodians in exchange for recommending their services. The Adviser’s recommendations are based solely on what it believes is in the best interest of the client, factoring in the quality, pricing, and compatibility of the custodian’s services with the client’s needs. Item 13 - Review of Accounts Periodic Reviews The Firm's Investment Committee or equivalent performs periodic reviews of Model Portfolios and the IAR’s review client 27  www.hoxtonwealthusa.com account activity periodically. In addition, account reviews are performed quarterly by the CCO, Justin Burse, or his designee. The review includes considering the Model Portfolios’ current security positions and the likelihood that the performance of each security will contribute to the investment objectives of the respective Attitude To Risk profile. Individual client accounts will be reviewed by the IAR’s, with the review including account valuation, market performance for the period, a cashflow analysis should the account be a retirement or pension account, and the fees charged over the period in review. The IAR’s will review the accuracy of account charging against the fees agreed in the firm’s agreements with a client. The review report will be provided as per below. Where a client is invested in a Model Portfolio, during the individual review the IAR may recommend changes to the client account based on updates to the appropriate Model Portfolio. This is done as and when a review takes place, and Investment Committee updates to Model Portfolios do not automatically trigger a review or changes to a client’s account. Review Triggers IAR’s review client Accounts annually or more frequently when market conditions dictate. Other conditions that may trigger a review are changes in the tax laws, new investment information, and changes in a client's financial or personal situation. Regular Reports Clients receive reports on an annual basis. The written reports may include account valuation, performance stated in dollars and as a percent, net worth statement, portfolio statement, cashflow analysis, fee summary and a summary of objectives and progress towards meeting those objectives. Clients receive statements of account positions no less than quarterly from the account custodian. Item 14 - Client Referrals and Other Compensation Incoming Client Referrals The Adviser receives client referrals which may come from current clients, estate planning attorneys, accountants, employees, personal friends of employees and other similar sources. The Firm does not compensate referring parties for these referrals. Item 15 - Custody Custody Policy 28  www.hoxtonwealthusa.com The Adviser does not have custody over client assets and does not permit its associated persons to obtain custody in any form. This includes holding client cash or securities, acting as trustee, providing bill-paying services, having password access to control account activity, or any other means of managing or controlling client assets. Any transfers of client funds, such as checks or wire transfers, must be made payable to or sent directly to the account custodian. In certain cases, the Adviser may arrange for its fees to be debited directly from client accounts by the custodian on a monthly or quarterly basis (depending on the custodian). Clients will receive written transaction confirmations and regular summary account statements directly from the broker-dealer, custodian, or program sponsor at least quarterly. It is important to note that the account custodian does not verify the accuracy of the Adviser’s fee calculations. Additionally, Hoxton Wealth may engage in other practices or provide services that are not subject to the annual surprise CPA examination as outlined in the SEC’s February 21, 2017, Investment Adviser Association No- Action Letter. Account Statements All assets are held at qualified custodians. Clients are encouraged to request their custodian provide their account statement(s) not less than quarterly to their address of record. Clients should carefully review such statements for any discrepancies or inaccuracies and should compare the information set forth in their applicable statement(s) from the Adviser with the statement(s) received directly from the custodian to ensure accuracy of all account transactions. Performance Reports Pursuant to recent industry amendments, advisers are encouraged to urge clients to compare the information set forth in their statement from the Adviser with the statements received directly from the custodian to ensure accuracy of all account transactions. Item 16 - Investment Discretion The Adviser may have either discretionary or non-discretionary authority depending on the nature of the client relationship and the written authorization provided. In non-discretionary relationships, the Adviser does not have the authority to make decisions about which securities to buy or sell, or in what quantities, without first obtaining explicit approval from the client. In these cases, the Adviser must consult with the client prior to executing any trades, ensuring the client authorizes not only the specific transactions but also the custodian and commission rates involved. The Firm’s non-discretionary authority is subject to specific limitations that are clearly disclosed in writing when the account is opened. On the other hand, discretionary authority allows the Adviser to make decisions on behalf of the client regarding the types and quantities of securities to buy or sell without needing to obtain the client's approval for each individual transaction. Discretionary authority is granted only after receiving written authorization from the client. Even when such authority is in place, it is the policy of the Adviser to maintain communication with the client, especially before making significant changes to the portfolio. Clients retain the ability to impose reasonable restrictions on the types of investments or 29  www.hoxtonwealthusa.com limitations on the Adviser’s discretion, which should be outlined in the client agreement or as an attachment to it. This flexibility ensures that the Adviser’s discretion is exercised within the parameters set by the client. Item 17 - Voting Client Securities The Adviser will not vote nor advise clients how to vote proxies for securities held in client accounts. The client clearly keeps the authority and responsibility for the voting of these proxies. The Adviser does not give any advice or take any action with respect to the voting of these proxies. For accounts subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), the plan fiduciary specifically keeps the authority and responsibility for the voting of any proxies for securities held in plan accounts. The Adviser and/or the account custodian will promptly pass along any proxy voting information to the clients or their representatives. Item 18 - Financial Information The Adviser does not have any financial impairment that will preclude the Firm from meeting contractual commitments to clients. The Adviser meets all net capital requirements that the Firm is subject to, and the Adviser has not been the subject of a bankruptcy petition. The Adviser is not required to provide a balance sheet as it does not serve as a custodian for client funds or securities and does not require prepayment of fees of more than $1,200.00 per client, and six months or more in advance. 30