LARIMER CAPITAL CORP

Part 2A of Form ADV: Firm Brochure Larimer Capital Corporation 1720 South Bellaire Street Suite 1110 Denver, CO 80222 Telephone: 303-573-5511 Email: adam@larimercapital.com March 10, 2025 This brochure provides information about the qualifications and business practices of Larimer Capital Corporation. If you have any questions about the contents of this brochure, please contact us at 303-573-5511 or adam@larimercapital.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 with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about Larimer Capital Corporation also is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 18189.  Item 2 Material Changes The Brochure was last updated on January 29, 2025. This section will note any material changes that may have been made since the last printed Brochure. Please note the following changes that have occurred:  The Firm has not had any material changes. Future Changes From time to time, the Firm may amend this Disclosure Brochure to reflect changes in its business practices, changes in regulations, and routine annual updates, as required by the securities regulators. This complete Disclosure Brochure or summary of material changes, shall be provided to Clients annually, or if a material change occurs. At any time, Clients may view our current ADV Part 2A Disclosure Brochure online at the SEC’s Investment Adviser Public Disclosure website at: www.adviserinfo.sec.gov by searching with the Firm’s name, or by our CRD# 18189. Clients may also request a copy of the ADV Part 2A Disclosure Brochure, at any time, by contacting the Firm at: (303) 573-5511. We will further provide Clients with a new brochure or a summary of material changes, free of charge, as necessary. Page 2  Item 3 Table of Contents Item 1 Cover Page 1 Item 2 Material Changes 2 Item 3 Table of Contents 3 Item 4 Advisory Business 4 Item 5 Fees and Compensation 8 Item 6 Performance-Based Fees and Side-By-Side Management 11 Item 7 Types of Clients 11 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss 11 Item 9 Disciplinary Information 14 Item 10 Other Financial Industry Activities and Affiliations 14 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 15 Item 12 Brokerage Practices 16 Item 13 Review of Accounts 18 Item 14 Client Referrals and Other Compensation 19 Item 15 Custody 19 Item 16 Investment Discretion 19 Item 17 Voting Client Securities 20 Item 18 Financial Information 20 Page 3  Item 4 Advisory Business Larimer Capital Corporation is a SEC-registered investment adviser with its principal place of business located in Colorado. Larimer Capital Corporation was founded in 1986 by Adam M. Carmel. The firm is a dual – registration SEC registered investment advisor and FINRA member securities broker – dealer. The firm also acts as the regulated entity for investment advisor representatives and securities brokers who have independent contractor status. Larimer Capital Corporation regards itself as being in the financial planning business principally to serve those individuals who control (from an ownership point of view) their own privately-held businesses. Services are provided on a fee basis as discussed further in this brochure. We recognize that certain financial goals are best achieved through the acquisition of financial products (e.g. investments and/or insurance) although these options always coordinate with the strategies presented in a purely financial planning context. The implementation of financial strategies often entails the coordination of our services with those of the client’s other advisors such as accountants, attorneys, specialized asset manager, and management consultants; and if requested, Larimer will recommend other professionals whose philosophy, skills and management style are carefully matched to that of the client. Each client’s objectives, goals, strategies, and responsibilities are continually monitored, and formally reviewed with the client on a periodic basis, but no less often then annually. Larimer Capital Corporation seeks to provide an invaluable contribution to the enhancement and preservation of our clients’ wealth through a conscientious dedication to the financial planning process. Listed below are the firm's principal shareholders (i.e., those individuals and/or entities controlling 25% or more of this company). • Adam M. Carmel owns 100% of Larimer Capital Corporation. Larimer Capital Corporation offers the following advisory services to our clients: ADVISOR MANAGEMENT ACCOUNTS Our firm provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we develop a client's personal investment policy and create and manage a portfolio based on that policy. During our data-gathering process, we determine the client's individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we also review and discuss a client's prior investment history, as well as family composition and background. Page 4  We manage these advisory accounts on a Discretionary or Non-Discretionary basis. A Discretionary investment advisory account is an account where buy and sell decisions are made by a portfolio manager, or the Financial Professional for the client’s account. The term "discretionary" refers to the fact that investment decisions are made at the portfolio manager or Financial Professional’s discretion. A Non- Discretionary investment advisory account is an account where buy and sell decisions are made by the client. This means that the client must direct all transactions to be completed on an account. The Financial Professional or portfolio manager does not have the ability to complete transactions without first getting permission from the client. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Our investment recommendations are not limited to any specific product or service offered by a broker- dealer or insurance company and will generally include advice regarding the following securities: Exchange-listed equity securities (both common and preferred) Exchange traded funds Securities traded over-the-counter Corporate debt securities • • • • United States government and agency securities • • Municipal securities Collateralized debt • Structured notes • • Unit investment trusts • Mutual fund shares Interval funds • • Alternative Investments (primarily Non-traded REITs and BDCs) • Direct Private Placements • Private Equity and Venture Capital Because some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. SELECTION AND MONITORING OF THIRD-PARTY MONEY MANAGERS We also offer advisory management services to our clients through our Selection and Monitoring of Third- Party Money Managers programs (hereinafter, "Programs"). Our firm provides the client with an overall asset allocation strategy developed through personal discussions in which goals and objectives based on the client's particular circumstances are established. Page 5  Based on the client's individual circumstances and needs we will then perform management searches of various unaffiliated Third-Party Money Managers to identify which portfolio management style is appropriate for that client. Factors considered in making this determination include account size, risk tolerance, the opinion of each client and the investment philosophy of the selected Third-Party Money Manager. Clients should refer to the selected Third-Party Money Manager’s Firm Brochure or other disclosure document for a full description of the services offered. We are available to meet with clients on a periodic basis, or as determined by the client, to review the account. We monitor the performance of the selected Third-Party Money Manager. If we determine that a particular selected Third-Party Money Manager is not providing sufficient management services to the client or is not managing the client's portfolio in a manner consistent with the client's asset allocation strategy, we may suggest that the client contract with a different Third-Party Money Manager and/or program sponsor. Under this scenario, our firm assists the client in selecting a new Third-Party Money Manager and/or program. However, any move to a new Third-Party Money Manager and/or program is ultimately a decision made by and agreed to by the client. 401K SERVICES - PONTERA We use a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, Adviser will review the current account allocations. When deemed necessary, Adviser will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary. FINANCIAL PLANNING We provide financial planning services. Financial planning is a comprehensive evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information, and analysis are considered as they impact and are impacted by the entire financial and life situation of the client. Clients purchasing this service receive a written report which provides the client with a detailed financial plan designed to assist the client achieve his or her financial goals and objectives. In general, the financial plan can address any or all of the following areas: • PERSONAL: We review family records, budgeting, personal liability, estate documentation and Page 6  financial goals. • TAX & CASH FLOW: We analyze the client’s current income tax and spending and planning for future years; review all sources of income, debt management and lines of credit. • INVESTMENTS: We review existing portfolios, develop risk profile and investment policy statement, recommend asset allocation strategies, review cost basis, tax loss harvesting and capital loss carryforwards, and concentrated stock position diversification techniques. • INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, long-term care, personal liability, home and automobile. • RETIREMENT PLANNING: We analyze current strategies and investment plans to help the client achieve his or her retirement goals, including: RMD’s and withdrawal strategies, Roth conversions, pensions and annuities, and evaluating Social Security “taking strategies”. • BUSINESS PLANNING: We analyze and/or recommend both qualified and non-qualified retirement plans as well as business continuity (buy-sell) plans for private businesses. • DEATH & DISABILITY: We review the client's cash needs at death, income needs of surviving dependents, estate planning and disability income. • ESTATE: We assist the client in assessing and developing long-term strategies, including as appropriate: living trusts, irrevocable trusts, wills, family gifting, charitable gifting, estate tax liability, powers of attorney, health care proxies, asset protection plans, nursing homes, Medicaid and elder care law. We gather required information through in-depth personal interviews. Information gathered includes the client's current financial status, tax status, future goals, returns objectives and attitudes towards risk. We carefully review documents supplied by the client, including a questionnaire completed by the client, and prepare a written report. Should the client choose to implement the recommendations contained in the plan, we suggest the client work closely with his/her attorney and accountant. Implementation of financial plan recommendations is entirely at the client's discretion. Clients are not required to implement any recommendations provided in a Financial Plan with Larimer Capital. Typically, the financial plan is presented to the client within six months of the contract date, provided that all information needed to prepare the financial plan has been promptly provided. Financial Planning recommendations are not limited to any specific product or service offered by a broker- dealer or insurance company. All recommendations are of a generic nature. Page 7  AMOUNT OF MANAGED ASSETS As of 12/31/2024, we were actively managing $156,240,746 of client assets on a discretionary basis and we do not have any client assets under management on a non-discretionary basis. Item 5 Fees and Compensation INVESTMENT SUPERVISORY SERVICES ("ISS") ADVISOR MANAGED ACCOUNT FEES Our annual fees for Investment Supervisory Services are based upon a percentage of assets under management and generally range from 0.75% to 2.00%. The annualized fee for Investment Supervisory Services are charged as a percentage of assets under management, according to the following schedule: Amount Under Management Annual Fee Up to $250,000 $250,001 - $500,000 $500,001 - $1,000,000 $1,000,001 - $3,000,000 $3,000,001 - $5,000,000 $5,000,001 + 2.00% 1.75% 1.50% 1.00% 0.75% Negotiable Our fees are billed monthly, in arrears, at the end of each month based upon the value (market value or fair market value in the absence of market value), of the client's account at the end of the previous billing period. Fees will be debited from the account in accordance with the client authorization in the Client Services Agreement. In any partial calendar month, the management fee will be prorated based on the number of days that the Account was open during the month. Accounts terminated during a calendar month will be charged a pro-rated fee based on the amount of time enrolled in the services during the billing period. An account may be terminated with written notice at least 15 calendar days in advance. Since fees are paid in arrears, no rebate will be provided upon termination of the account. Upon termination, Clients will be prorated their advisory fee through the date of the termination. Limited Negotiability of Advisory Fees: Although Larimer Capital Corporation has established the aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a client-by-client basis. Client facts, circumstances and needs are considered in determining the fee schedule. These include the complexity of the client, assets to be placed under management, anticipated future additional assets; related accounts; portfolio style, account composition, reports, among other factors. The specific annual fee schedule is identified in the contract between the adviser and each client. We may group certain related client accounts for the purposes of determining the annualized fee. There are no minimum requirements to open this type of account. Page 8  Discounts, not generally available to our advisory clients, may be offered to family members and friends of associated persons of our firm. SELECTION AND MONITORING OF THIRD-PARTY MONEY MANAGERS FEES Advisor may retain the services of unaffiliated third-party institutional money managers for investment management services. Single manager Separately Managed Accounts (SMA’s) or multiple manager Unified Managed Accounts (UMA’s) may be established through Schwab or Envestnet. The client will be given all required investment management disclosures and be required to execute their separate investment advisory management agreements. Their management fees will be billed separately (on a monthly or quarterly basis in arrears or in advance depending on the program or manager selected) and are in addition to the management fees of Larimer Capital Corporation. There are no minimum requirements to open this type of account with a Third-Party Manager. 401K SERVICE FEES The investment advisory fee of 1%, for accounts enrolled in 401k services through the third-party platform Pontera, is billed through the program Orion on a monthly basis, in arrears, at the end of each month based upon the value (market value or fair market value in the absence of market value), of the client's account at the end of the previous billing period. This fee may be negotiable based on other services provided by the firm as elected by the client. There are no minimum account requirements for this type of service. Investment advisory fees are not debited from the client’s 401k account for this service. This service is provided separately from any investment advisory services the 401k sponsor may have in place. As it is impossible to directly debit the investment advisory fees from a 401k participant account, a client enrolling in this service will have the investment advisory fees assigned to a separate, taxable account as directed by the client. If the client does not have a taxable account to cover the investment advisory fee, the investment advisory fees will be billed directly to the client. Accounts terminated during a calendar month will be charged a pro-rated fee based on the amount of time enrolled in the services during the billing period. An account may be terminated with written notice at least 15 calendar days in advance. Since fees are paid in arrears, no rebate will be provided upon termination of the account. Upon termination, Clients will be prorated their advisory fee through the date of the termination. FINANCIAL PLANNING FEES Larimer Capital Corporation's Financial Planning fee is determined based on the nature and scope of the services being provided and the complexity of each client's circumstances. All fees are agreed upon prior to entering into a contract with any client. Our Financial Planning fees are calculated and generally charged on a fixed fee basis, typically ranging from $1,000 to $25,000, depending on the specific arrangement reached with the client. Hourly fee billing options are also available upon request. We may request a retainer upon completion of our initial fact-finding session with the client; however, Page 9  advance payment will never exceed $500 for work that will not be completed within six months. The balance is due upon completion of the plan. The client is billed upon completion and delivery of the financial plan. Clients are not required to implement the recommendations in the Financial Plan with Larimer Capital Corporation. Financial Planning fees are separate and in addition to any investment advisory fees charged for an investment advisory account, should the client determine to open an account with the Firm. GENERAL INFORMATION Discounts, not generally available to our advisory clients, may be offered to family members and friends of associated persons of our firm. As a courtesy and at the discretion of Larimer Capital Corporation, discounts may also be made available to clients based on other factors including client loyalty and the householding of client accounts. As a dually registered firm with both FINRA (Broker/Dealer) and the SEC (Investment Adviser), a conflict of interest is created for our clients when Larimer Capital Corporation recommends that a client move assets that were previously charged a commission or sales load from a brokerage account into an investment advisory account that is subject to an asset-based advisory fee. To mitigate this conflict, Larimer Capital Corporation will waive management fees in these cases for a mutually agreed upon period of time for assets that were formally in brokerage (commission-based) accounts managed by Larimer Capital Corporation for the client. On a case-by-case basis, Larimer Capital Corporation’s CFO or designated person in determining the appropriate timing will take into consideration, the amount of commission charged, the type of product, the length of holding time for the security and any other information deemed relevant. All fees paid to Larimer Capital Corporation for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. We will always endeavor to use the lowest cost share class that is available for any given mutual fund. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker dealers, including, but not limited to, any transaction charges imposed by a broker dealer with which a Third-Party Money Manager effects transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional information. Clients should note that similar advisory services may (or may not) be available from other registered (or Page 10  unregistered) investment advisers for similar or lower fees. Clients are not required to implement any recommendations provided and are not required to open an account with Larimer Capital Corporation. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Item 6 Performance-Based Fees and Side-By-Side Management Larimer Capital Corporation does not charge performance-based fees. Larimer Capital Corporation does not have any side-by-side management arrangements. Item 7 Types of Clients Larimer Capital Corporation generally provides comprehensive financial planning and investment advisory services to individuals and high net-worth individuals, families, trusts, estates, business entities, pension and profit- sharing plans, and charitable organizations. The firm does not specifically impose a required minimum investment amount or a minimum portfolio value to open or maintain an account. It is often the case where any particular client maintains several complementary investment advisory accounts with our firm encompassing a spectrum of investment objectives, time horizons, tax management, asset classes, and securities products. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS We use the following methods of analysis in formulating our investment advice and/or managing client assets: Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Quantitative Analysis. We use mathematical models in an attempt to obtain more accurate measurements of a company's quantifiable data, such as the value of a share price or earnings per share, and predict changes to that data. Page 11  A risk in using quantitative analysis is that the models used may be based on assumptions that prove to be incorrect. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. INVESTMENT STRATEGIES We use the following strategy(ies) in managing client accounts, provided that such strategy(ies) are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically, we employ this strategy when: • we believe the securities to be currently undervalued, and/or • we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Short-term purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. Investing in securities involves risk of loss that clients should be prepared to bear. Interest Rate Risk. Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. Market Risk. The price of a security may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events. Inflation Risk. When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. Page 12  Reinvestment Risk. This is the type of risk which future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rates). This primarily relates to fixed income securities. Business Risk. These risks are associated with a particular industry or a particular company within an industry. An example of this is Oil Companies that depend on finding and refining oil before they can generate a profit. They carry a higher risk of profitability than an electric company which generates its income from a steady customer base who buy electricity no matter what the economic environment conditions. Liquidity Risk. Liquidity is the ability to readily convert an investment into cash. Assets are more liquid if a public markets exist where the investment can be traded. Treasury bills and common stocks are more liquid than real estate properties. Financial Risk. Excessive borrowing to financial business operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. Market Risks. The value of a Client’s holdings may fluctuate in response to events specific to companies or markets, as well as economic, political, or social events in the U.S. and abroad. This risk is linked to the performance of the overall financial markets. ETF Risks. The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs have a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day, may have a different price than the same ETF purchased or sold a short time later. Mutual Fund Risks. The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily. Therefore, a mutual fund purchased at one point in the day, will typically have the same price as a mutual fund purchased later that same day. Alternative Investment Risks. Alternative investments are not trades on an exchange and may have limited opportunity to liquidate the investor’s holdings. Accordingly, the investor may lose some or all of their investment because of their inability to liquidate their position. The above risks are not meant to represent all risks associated with investing, and investments typically carry the potential for a loss of your total investment. Please discuss the risks associated with investing Page 13  with your investment adviser representative to ensure you are comfortable with the level of risks in your portfolio. Item 9 Disciplinary Information Neither Larimer Capital Corporation nor any management person has been a part of any criminal or civil action in a domestic, foreign or military court of competent jurisdiction relating to any investment related business, activity, statue or regulation. Neither Larimer Capital Corporation nor any management person has been a part of any administrative proceedings before the SEC, any other federal or state regulatory agency, or any foreign financial regulatory authority relating to any investment related business, activity, statute or regulation. Since the firm’s inception in 1986, there have been two incidences of FINRA (formerly NASD) self- regulatory organization rules violations: (1) For the year 2004, the firm failed to implement adequate Anti- Money Laundering (AML) training procedures relating to its AML Compliance Program as required under the Bank Secrecy Act; resolution – acceptance, waiver and consent; sanction - $5,000 fine. (2) For the year 1993, Adam M. Carmel (as respondent) was found to be in violation of MSRB Rule G-2 by allowing the firm to engage in “agency” (note: fully disclosed commission) municipal securities transactions on behalf of clients while the firm did not employ a registered municipal securities principal; resolution – acceptance, waiver and consent; sanction - $5,000 fine. Item 10 Other Financial Industry Activities and Affiliations In addition to Larimer Capital Corporation being a registered investment adviser, our firm is registered as a FINRA member broker-dealer. A list of affiliated broker-dealers is specifically disclosed in Section 7.A. on Schedule D of Form ADV, Part 1, which can be accessed by following the directions provided on the Cover Page of this Firm Brochure. Management personnel of our firm are separately licensed as registered representatives of Larimer Capital Corporation, an affiliated FINRA member broker-dealer. These individuals, in their separate capacity, can effect securities transactions for which they will receive separate, yet customary compensation. While Larimer Capital Corporation and these individuals endeavor at all times to put the interest of the clients first as part of our fiduciary duty, clients should be aware that the receipt of additional compensation itself creates a conflict of interest and may affect the judgment of these individuals when making recommendations. Management personnel of our firm, in their individual capacities, are agents for various insurance Page 14  companies. As such, these individuals are able to receive separate, yet customary commission compensation resulting from implementing product transactions on behalf of advisory clients. This commission compensation varies by insurance product and company and may provide different incentives depending on the amount of the renewal payment. In some instances, sales commissions from life insurance provides a higher deposit rate to investment advisor representatives than investment products. As such, an investment advisor representative may have a financial incentive to promote certain life insurance products over other investment products. While the Firm and your financial advisor intend to provide recommendations of products and services that they believe are suitable for you, you should carefully evaluate each product or service recommendation based on your own financial situation and investment objectives. Insurance may provide commissions separate from other services provided, but do not create a conflict of interest as they are separate from other services provided. Clients, however, are not under any obligation to engage these individuals when considering implementation of advisory recommendations. The implementation of any or all recommendations is solely at the discretion of the client. Clients should be aware that the receipt of additional compensation by Larimer Capital Corporation and its management persons or employees creates a conflict of interest that may impair the objectivity of our firm and these individuals when making advisory recommendations. Larimer Capital Corporation endeavors at all times to put the interest of its clients first as part of our fiduciary duty as a registered investment adviser; we take the following steps to address this conflict: • we disclose to clients the existence of all material conflicts of interest, including the potential for our firm and our employees to earn compensation from advisory clients in addition to our firm's advisory fees; • we disclose to clients that they are not obligated to purchase recommended investment products from our employees or affiliated companies; • we collect, maintain and document accurate, complete and relevant client background information, • including the client's financial goals, objectives and risk tolerance; our firm's management conducts periodic reviews of each client account to verify that all recommendations made to a client are suitable to the client's needs and circumstances; • we require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; and • we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Our firm has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. Larimer Capital Corporation and our personnel owe a duty of loyalty, fairness and good faith towards our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the Page 15  general principles that guide the Code. Our Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by the firm's access persons. Among other things, our Code of Ethics also requires the prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering. Our code also provides for oversight, enforcement and recordkeeping provisions. Larimer Capital Corporation's Code of Ethics further includes the firm's policy prohibiting the use of material non-public information. While we do not believe that we have any particular access to nonpublic information, all employees are reminded that such information may not be used in a personal or professional capacity. A copy of our Code of Ethics is available to our advisory clients and prospective clients. You may request a copy by email sent to adam@larimercapital.com, or by calling us at 303-573-5511. Larimer Capital Corporation and individuals associated with our firm are prohibited from engaging in principal transactions. Larimer Capital Corporation and individuals associated with our firm are prohibited from engaging in agency cross transactions. Our Code of Ethics is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Our firm and/or individuals associated with our firm may buy or sell for their personal accounts securities identical to or different from those recommended to our clients. In addition, any related person(s) may have an interest or position in a certain security(ies) which may also be recommended to a client. It is the expressed policy of our firm that no person employed by us may purchase or sell any security prior to a transaction(s) being implemented for an advisory account, thereby preventing such employee(s) from benefiting from transactions placed on behalf of advisory accounts. As disclosed in the preceding section of this Brochure (Item 10), related persons of our firm are separately registered as securities representatives of a broker-dealer and/or licensed as an insurance agent/broker of various insurance companies. Please refer to Item 10 for a detailed explanation of these relationships and important conflict of interest disclosures. Item 12 Brokerage Practices Larimer Capital Corporation may require that clients establish brokerage accounts with the Schwab Page 16  Institutional division of Charles Schwab & Co., Inc. ("Schwab"), a FINRA registered broker-dealer, member SIPC, to maintain custody of clients' assets and to effect trades for their accounts. Although we require that clients establish accounts at Schwab, it is the client's decision to custody assets with Schwab. Larimer Capital Corporation is independently owned and operated and not affiliated with Schwab. Schwab's brokerage services include the execution of securities transactions, custody, 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. Directed Brokerage. The Firm does not permit clients to direct brokerage services for investment advisory accounts through a specific broker-dealer. Larimer Capital Corporation utilizes Schwab for all investment advisory accounts under management. Should the client elect to work with a Third-Party Manager, Larimer Capital Corporation requires that clients provide us with written authority to determine the broker-dealer to use and the commission costs that will be charged to our clients for these transactions. These clients must include any limitations on discretionary authority for all discretionary investment advisory accounts in writing.. Clients may change/amend these limitations as required. Such amendments must be provided to us in writing. Aggregating for Allocating Trades. The primary objective in placing orders for the purchase and sale of securities for Client accounts, is to obtain the most favorable net results taking into account such factors as: 1) price; 2) size of the order; 3) difficulty of execution; 4) confidentiality; and 5) skill required of the Custodian. The Firm may aggregate orders in a block trade, or trades when securities are purchased or sold through the same Custodian, for multiple (discretionary) accounts in the same trading day. If a block trade cannot be executed in full, at the same price or time, the securities actually purchased or sold by the close of each business day, must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage any particular Client accounts. Mutual funds buy and sell orders execute at the end of each trading day, receiving the closing NAV price of the funds. Therefore, all mutual funds buy and sell orders placed on a particular day, automatically receive the same price, without the need for aggregation of accounts. Currently, the Firm does not aggregate transactions. Research and Other Soft Dollar Benefits. Soft dollars are revenue programs offered by broker- dealers/custodians, whereby an adviser enters into an agreement to place security trades with the broker- dealer/custodian in exchange for research and other services. The Firm does not pay for any products, research, service, or have any other soft dollar benefit arrangements with any source. The Firm also does Page 17  not direct any type of commissions to any broker-dealer in return for products, research, service, or other soft dollar benefit. Brokerage Referrals. The Firm does not receive any compensation from any third-party in connection with the recommendation for establishing an account. Item 13 Review of Accounts Periodic Reviews Larimer Capital Corporation continually monitors and formally reviews client accounts and financial plans on a periodic basis, but no less than annually, or as negotiated with the client. The nature of the review entails: performance, review financial goals, objectives, strategies, and financial health. Adam M. Carmel, president of Larimer Capital Corporation, conducts financial and account reviews. Review Triggers In instances where client objectives, lifestyle, or market conditions change, the client may need to review the financial plan implemented and make changes accordingly. The review may be prompted by either the client or the financial representative. Regular Reports Investment advisory client accounts receive a quarterly Portfolio Review generated on our behalf by Charles Schwab & Co, Inc. The report entails: a market commentary, portfolio summary, portfolio allocation comparison, equity analysis, fixed income analysis, risk/return summary, portfolio holdings, schedule of realized gains and losses, disclosure, and reference guide. Portfolio Review documents do not replace the account statements issued by the custodian. Additionally, investment advisory client accounts receive, no less than quarterly, a brokerage account statement from their custodian showing: asset details (as of the statement date) and activity details (during the reporting period). FINANCIAL PLANNING SERVICES REVIEWS: While reviews may occur at different stages depending on the nature and terms of the specific engagement, typically no formal reviews will be conducted for Financial Planning clients unless otherwise contracted for. REPORTS: Financial Planning clients will receive a completed financial plan. Additional reports will not Page 18  typically be provided unless otherwise contracted for. Item 14 Client Referrals and Other Compensation It is Larimer Capital Corporation's policy not to engage solicitors or to pay related or non-related persons for referring potential clients to our firm. It is Larimer Capital Corporation's policy not to accept or allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Item 15 Custody We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that our firm directly debits advisory fees from client accounts. As part of this billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement. Our firm does not have actual or constructive custody of client accounts. Item 16 Investment Discretion Clients may hire us to provide discretionary or non-discretionary investment advisory services. A Discretionary investment advisory account is an account where buy and sell decisions are made by a portfolio manager or Financial Professional, for the client’s account. The term "discretionary" refers to the fact that investment decisions are made at the portfolio manager or Financial Professional’s discretion. A Non-Discretionary investment advisory account is an account where buy and sell decisions are made by the client. This means that the client must direct all transactions to be completed on an account. The Financial Professional or portfolio manager does not have the ability to complete transactions without first getting permission from the client.. Clients give us discretionary authority when they sign a discretionary account agreement with our firm. Typically, there are not any explicit limitations on the discretion authority that the Firm has to manage an account. However, should the client choose to implement limitation on the discretion authority the Firm has, the client will document such limitation in writing to the Firm. Page 19  Item 17 Voting Client Securities As a matter of firm policy, we do not vote proxies on behalf of clients. Therefore, although our firm may provide investment advisory services relative to client investment assets, clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client's investment assets. Clients are responsible for instructing each custodian of the assets, to forward to the client copies of all proxies and shareholder communications relating to the client's investment assets. We may provide clients with consulting assistance regarding proxy issues if they contact us with questions at our principal place of business. Item 18 Financial Information As an advisory firm that maintains discretionary authority for client accounts, we are also required to disclose any financial condition that is reasonable likely to impair our ability to meet our contractual obligations. Larimer Capital Corporation has no such financial circumstances to report. Under no circumstances do we require or solicit payment of fees in excess of $1200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. Larimer Capital Corporation has not been the subject of a bankruptcy petition, arbitration, or legal proceeding at any time during its existence beginning in 1986. Page 20