IMPACT CAPITAL, LLC

Impact Capital, LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Impact Capital, LLC. If you have any questions about the contents of this brochure, please contact us at (301) 417-3300 or by email at: bbancroft@impactcapital.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Impact Capital, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Impact Capital, LLC’s CRD number is: 297413. One Research Court, Suite 400 Rockville, MD 20850 (301) 417-3300 bbancroft@impactcapital.com Registration does not imply a certain level of skill or training. Version Date: 10/14/2025 i  Item 2: Material Changes The material changes in this brochure will be updated annually or when material changes occur since the previous release of the firm brochure. The last annual updating amendment of Impact Capital, LLC was on 03/13/2025. Material changes relate to Impact Capital, LLC’s policies, practices or conflicts of interests. • The firm updates its ownership (Item 4). ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes .......................................................................................................................................................................................... ii Item 3: Table of Contents ......................................................................................................................................................................................... iii Item 4: Advisory Business ......................................................................................................................................................................................... 2 A. Description of the Advisory Firm ...............................................................................................................................2 B. Types of Advisory Services .......................................................................................................................................2 Pension Consulting Services .....................................................................................................................................2 C. Client Tailored Services and Client Imposed Restrictions ...............................................................................................3 D. Wrap Fee Programs .................................................................................................................................................4 E. Assets Under Management .......................................................................................................................................4 Item 5: Fees and Compensation ................................................................................................................................................................................ 4 A. Fee Schedule ..........................................................................................................................................................4 Pension Consulting Services Fees ...............................................................................................................................5 B. Payment of Fees ......................................................................................................................................................5 Payment of Pension Consulting Services Fees ..............................................................................................................5 C. Client Responsibility For Third Party Fees ...................................................................................................................6 D. Prepayment of Fees .................................................................................................................................................6 E. Outside Compensation For the Sale of Securities to Clients .............................................................................................6 Item 6: Performance-Based Fees and Side-By-Side Management ........................................................................................................................ 6 Item 7: Types of Clients ............................................................................................................................................................................................. 6 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ................................................................................................................... 7 A. Material Risks Involved ...........................................................................................................................................7 B. Methods of Analysis and Investment Strategies ............................................................................................................8 C. Risks of Specific Securities Utilized ............................................................................................................................9 Item 9: Disciplinary Information ............................................................................................................................................................................ 10 A. Criminal or Civil Actions .......................................................................................................................................10 B. Administrative Proceedings ....................................................................................................................................10 C. Self-regulatory Organization (SRO) Proceedings.........................................................................................................10 Item 10: Other Financial Industry Activities and Affiliations ............................................................................................................................. 10 A. Registration as a Broker/Dealer or Broker/Dealer Representative .................................................................................10 iii  B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor ...................11 C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests ........................................11 D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections ................................11 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................................................................... 11 A. Code of Ethics ......................................................................................................................................................11 B. Recommendations Involving Material Financial Interests .............................................................................................11 C. Investing Personal Money in the Same Securities as Clients ..........................................................................................12 D. Trading Securities At/Around the Same Time as Clients’ Securities...............................................................................12 Item 12: Brokerage Practices.................................................................................................................................................................................... 12 A. Factors Used to Select Custodians and/or Broker/Dealers ...........................................................................................12 1. Research and Other Soft-Dollar Benefits ................................................................................................................12 2. Brokerage for Client Referrals ..............................................................................................................................13 3. Clients Directing Which Broker/Dealer/Custodian to Use ........................................................................................13 B. Aggregating (Block) Trading for Multiple Client Accounts ...........................................................................................13 Item 13: Review of Accounts ................................................................................................................................................................................... 13 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews ...................................................................13 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts ..............................................................................13 C. Content and Frequency of Regular Reports Provided to Clients ....................................................................................14 Item 14: Client Referrals and Other Compensation ............................................................................................................................................. 14 A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes)...........14 B. Compensation to Non – Advisory Personnel for Client Referrals ...................................................................................15 Item 15: Custody ....................................................................................................................................................................................................... 15 Item 16: Investment Discretion ............................................................................................................................................................................... 15 Item 17: Voting Client Securities (Proxy Voting) .................................................................................................................................................. 16 Item 18: Financial Information ................................................................................................................................................................................ 16 A. Balance Sheet .......................................................................................................................................................16 B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients ..............................16 C. Bankruptcy Petitions in Previous Ten Years ...............................................................................................................16 iv  Item 4: Advisory Business A. Description of the Advisory Firm Impact Capital, LLC (hereinafter “IC”) is a Limited Liability Company organized in the State of Maryland. The firm was formed in May 2018, and the principal owners are William D. Bancroft, The Jamie Lynn Bancroft Revocable Trust, and The William D. Bancroft Revocable Trust. B. Types of Advisory Services Portfolio Management Services IC offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. IC creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a plan to aid in the selection of a portfolio that matches each client's specific situation. Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring IC evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. IC will require discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. IC seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of IC’s economic, investment or other financial interests. To meet its fiduciary obligations, IC attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, IC’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is IC’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Pension Consulting Services IC offers consulting services to pension or other employee benefit plans (including but not limited to 401(k) plans). Pension consulting may include, but is not limited to: 2  identifying investment objectives and restrictions o o providing guidance on various assets classes and investment options o recommending money managers to manage plan assets in ways designed to achieve objectives o monitoring performance of money managers and investment options and making recommendations for changes o recommending other service providers, such as custodians, administrators and broker-dealers o creating a written pension consulting plan These services are based on the goals, objectives, demographics, time horizon, and/or risk tolerance of the plan and its participants. Financial Planning Financial plans and financial planning may include, but are not limited to: investment planning; life insurance; tax concerns; retirement planning; education planning; and debt/credit planning, executive compensation, charitable giving and risk management. The goal of offering this service is to provide clients with a comprehensive financial plan designed to show them where they are and get them where they want to go. Services Limited to Specific Types of Investments IC generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), equities, ETFs (including ETFs in the gold and precious metal sectors), treasury inflation protected/inflation linked bonds, commodities and non- U.S. securities. IC may use other securities as well to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions IC will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by IC on behalf of the client. IC may use model allocations together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent IC from properly servicing the client account, or if the restrictions would require IC to deviate from its standard suite of services, IC reserves the right to end the relationship. 3  D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, and certain other administrative fees. IC does not participate in wrap fee programs. E. Assets Under Management IC has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $ 240,332,620.00 $ 0.00 December 2024 Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Management Annual Fees $0 - $2,500,000 1.00% $2,500,001 - $5,000,000 0.75% $5,000,000 - And Up $0.50% The advisory fee is calculated using the value of the assets in the account on the last business day of the prior billing period. Since IC uses the value of the assets in the account (assets under management), if and when IC uses margin accounts, (1) clients will pay additional fees for securities bought on margin as compared with a fee charged only the net value of an account and (2) IC has a conflict of interest because of this comparatively increased advisory fee. These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of IC's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 30 days' written notice. 4  Pension Consulting Services Fees The rate for pension consulting services is 0.50% of the plan assets for which IC is providing such consulting services. These fees are negotiable. Financial Planning Fees Fixed Fees The negotiated fixed rate for creating client financial plans is $400 per hour. Clients may terminate the agreement without penalty, for full refund of IC’s fees, within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement generally upon written notice. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis, or may be invoiced and billed directly to the client on a quarterly basis. Clients may select the method in which they are billed. Fees are paid in advance. For fees deducted directly from client accounts, in states that require it, IC will use the safeguards below: 1. IC will have written authorization from the client to deduct advisory fees from the account held with a qualified custodian. 2. The custodian will send statements, at least quarterly, to the client showing all disbursements for the custodian account, including the amount of the advisory fees. 3. Each time a fee is deducted IC will send the qualified custodian notice of the amount of the fee to be deducted and will also send the client an invoice itemizing the fee including the formula used to calculate the fee, the amount of assets under management upon which the fee is based, and the period covered by the fee. Payment of Pension Consulting Services Fees Pension consulting fees are withdrawn directly from the client’s accounts with client’s written authorization or may be invoiced and billed directly to the client and clients may select the method in which they are billed. Fees are paid quarterly. 5  Payment of Financial Planning Fees Financial planning fees are paid via check and wire. Fixed financial planning fees are paid 50% in advance, but never more than six months in advance, with the remainder due upon presentation of the plan. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by IC. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees IC collects fees in advance. Refunds for fees paid in advance but not yet earned will be refunded on a prorated basis and returned within fourteen days to the client via check, or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. E. Outside Compensation For the Sale of Securities to Clients Neither IC nor its supervised persons accept any compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management IC does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients IC generally provides advisory services to the following types of clients: 6  ❖ ❖ Individuals High-Net-Worth Individuals There is an account minimum of $750,000, which may be waived by IC in its discretion. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Material Risks Involved Methods of Analysis Charting analysis strategy involves using and comparing various charts to predict long and short term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Quantitative analysis Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Investment Strategies 7  IC's use of margin transactions generally holds greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Methods of Analysis and Investment Strategies Methods of Analysis IC’s methods of analysis include Charting analysis, Fundamental analysis, Modern portfolio theory, Quantitative analysis and Technical analysis. Charting analysis involves the use of patterns in performance charts. IC uses this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Technical analysis involves the analysis of past market data; primarily price and volume. Investment Strategies IC uses long term trading and margin transactions. 8  Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized IC's use of margin transactions generally holds greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. Real estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in 9  performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, delivery constraints and weather. Because of those risk factors, even a well-diversified investment in commodities can be uncertain. Non-U.S. securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither IC nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. 10  B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither IC nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Eric Cohen is the President and founder of E. Cohen and Company, CPAs, which specializes in auditing, taxation, accounting services, computer systems, internal control evaluations, and litigation support services. Daniel Jared Cohen is an accountant with E. Cohen & Company, CPA. From time to time, he will offer clients advice or products from this activity. Impact Capital, LLC always acts in the best interest of the client. Clients are in no way required to utilize the services of any representative of Impact Capital, LLC in their capacity as an accountant. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections IC does not utilize nor select third-party investment advisers. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics IC has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. IC's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests IC does not recommend that clients buy or sell any security in which a related person to IC or IC has a material financial interest. 11  C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of IC may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of IC to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. IC will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of IC may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of IC to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, IC will never engage in trading that operates to the client’s disadvantage if representatives of IC buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on IC’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and IC may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in IC's research efforts. IC will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. IC will require clients to use Schwab Institutional, a division of Charles Schwab & Co., Inc. and Fidelity Brokerage Services LLC. IC will have an incentive to recommend a broker-dealer based on its interest in receiving the research or other products or services rather than on clients’ interest in receiving most favorable execution. 1. Research and Other Soft-Dollar Benefits 12  IC receives no research, product, or services other than execution from a broker-dealer or third-party in connection with client securities transactions (“soft dollar benefits”). 2. Brokerage for Client Referrals IC receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use IC will require clients to use specific broker-dealer(s) to execute transactions and it is IC’s policy that all clients must utilize a broker-dealer approved by IC. Not all advisers require their clients to direct brokerage. B. Aggregating (Block) Trading for Multiple Client Accounts IC does not aggregate or bunch the securities to be purchased or sold for multiple clients. This may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for IC's advisory services provided on an ongoing basis are reviewed at least Monthly by William D. Bancroft, CEO, CCO, and Co-Founder, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at IC are assigned to this reviewer. All financial planning accounts are reviewed upon financial plan creation and plan delivery by William D. Bancroft, CEO, CCO, and Co-Founder. Financial planning clients are provided a one-time financial plan concerning their financial situation. After the presentation of the plan, there are no further reports. Clients may request additional plans or reports for a fee. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial plans, IC’s services will generally conclude upon delivery of the financial plan. 13  C. Content and Frequency of Regular Reports Provided to Clients Each client of IC's advisory services provided on an ongoing basis will receive a monthly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. IC will also provide at least monthly a separate written statement to the client. Each financial planning client will receive the financial plan upon completion. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) With respect to Schwab, IC receives access to Schwab’s institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For IC client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to IC other products and services that benefit IC but may not benefit its clients’ accounts. These benefits may include national, regional or IC specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of IC by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist IC in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of IC’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of IC’s accounts. Schwab Advisor Services also makes available to IC other services intended to help IC manage and further develop 14  its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to IC by independent third parties. Schwab Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to IC. IC is independently owned and operated and not affiliated with Schwab. B. Compensation to Non – Advisory Personnel for Client Referrals IC may enter into written arrangements with third parties to act as solicitors for IC's investment management services. Solicitor relationships will be fully disclosed to each Client to the extent required by applicable law. IC will ensure each solicitor is exempt, notice filed, or properly registered in all appropriate jurisdictions. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, IC will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Clients will also receive statements from IC and are urged to compare the account statements they received from custodian with those they received from IC. Item 16: Investment Discretion IC provides discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, IC generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. In some instances, IC’s discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to IC. Clients may, but typically do not, impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs.) IC will also have discretionary authority to determine the broker or dealer to be used for a purchase or sale of securities for a client's account. 15  Item 17: Voting Client Securities (Proxy Voting) IC will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet IC neither requires nor solicits prepayment of more than $1200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither IC nor its management has any financial condition that is likely to reasonably impair IC’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years IC has not been the subject of a bankruptcy petition in the last ten years. 16