L&S PRIVATE WEALTH, LLC

Item 1: Cover Page Item 1: Cover Page Part 2A of Form ADV Firm Brochure April 14, 2026 L&S Private Wealth, LLC SEC No. 801-135134 3030 NW Expressway Suite 700 OKC, OK 73112 phone: 405-614-3106 email: madison@legacysuccession.com website: legacysuccession.com This brochure provides information about the qualifications and business practices of L&S Private Wealth, LLC. If you have any questions about the contents of this brochure, please contact us at 405-614-3106. 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 state regulatory authority does not imply a certain level of skill or expertise. Additional information about L&S Private Wealth, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Page 1  Item 2: Material Changes Item 2: Material Changes This Firm Brochure is our disclosure document prepared according to regulatory requirements and rules. Consistent with the rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. There are no material changes to this Brochure as it is a newly formed investment adviser. Page 2  Item 3: Table of Contents 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 .......................................................................................................................... 10 Item 6: Performance-Based Fees and Side-by-Side Management ......................................................... 15 Item 7: Types of Clients ........................................................................................................................................... 16 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ................................................. 17 Item 9: Disciplinary Information ........................................................................................................................... 30 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 31 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................................................................................................................................... 32 Item 12: Brokerage Practices ................................................................................................................................... 34 Item 13: Review of Accounts ................................................................................................................................... 41 Item 14: Client Referrals and Other Compensation ........................................................................................ 42 Item 15: Custody .......................................................................................................................................................... 43 Item 16: Investment Discretion ............................................................................................................................... 44 Item 17: Voting Client Securities ............................................................................................................................ 45 Item 18: Financial Information ................................................................................................................................ 46 Page 3  Item 4: Advisory Business Item 4: Advisory Business A. Ownership/Advisory History L&S Private Wealth, LLC (“L&S” or the “firm”) is an Oklahoma limited liability company. L&S was formed in 2025 and is owned by Nosidam, LLC, which is principally owned by Madison Chaney. B. Advisory Services Offered L&S offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with L&S setting forth the relevant terms and conditions of the advisory relationship (the “advisory agreement”). Core Financial Planning and Consulting Services For its core financial planning and consulting services, L&S offers clients a broad range of financial planning and consulting services, which include any or all of the following functions: • Business Planning (offered through • Tax Strategies • Cash Flow Planning • Education Planning • Asset Organization L&S Consulting LLC) • Trust and Estate Planning • Insurance Planning • Retirement Planning Clients may elect to have a limited project-based engagement, where services are completed upon delivery of the plan or consultation, or ongoing financial planning services. In performing these services, L&S is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. L&S recommends certain clients engage the firm for additional related services, its supervised persons in their individual capacities as insurance agents and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the firm to recommend that clients engage L&S or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by L&S under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising L&S’s recommendations and/or services. Advanced Planning Services For its advanced planning services, L&S offers clients a broad range of financial planning and consulting services, which include any or all of the following functions: Page 4  Item 4: Advisory Business Category Service Offerings Tax Services Tax Planning Core Tax Services plus Strategic Tax Planning in Coordination with Tax Advisors Estate Planning Estate Planning Core Estate Planning (Wills & Trusts) plus Wealth Transfer Strategies & Implementation Creation of Estate Planning Maps and Estate Tax Waterfall Calculations for ultra high net worth investors Ownership, Titling, and Beneficiary Designation Coordination Charitable Giving Planning Philanthropy & Social Impact Philanthropy Management Legal Coordination with Legal Advisors Legal Coordination Investment Management Services L&S manages client investment portfolios on a discretionary or non-discretionary basis. L&S primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), structured notes, annuities, alternative investments (including real estate investment trusts, master limited partnerships, etc.) and third-party investment managers (“third-party managers”) in accordance with their stated investment objectives. Where appropriate, the firm also provides advice about any type of legacy position or other investment held in client portfolios, but clients should not assume that these assets are being continuously monitored or otherwise advised on by the firm unless specifically agreed upon. Clients can engage L&S to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, L&S directs or recommends the allocation of client assets among the various investment options available within the product. These assets are generally maintained at the underwriting insurance company, or the custodian designated by the product’s provider. L&S tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. Clients have the right to provide the firm with any reasonable investment restrictions on the management of their portfolio, which must be in writing and sent to the firm. Clients should promptly notify the firm in writing of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. L&S will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. L&S will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. Retirement Rollovers – Conflicts and Added Fees. Plan participants may be paying little or nothing for the plan’s investment services. As such, investment management costs are likely to be higher Page 5  Item 4: Advisory Business when engaging an investment adviser for professional investment management. Alternative courses of action are available to the plan participant: (i) Assuming it is permitted by the Plan, you can leave your money in your current Plan. (ii) If you have changed employers, you can roll your assets into the new employer’s Plan, if permissible by your new employer. (iii) You can establish an IRA R/O and place into a commission-based account at a broker-dealer. (iv) You can establish an IRA R/O and place into a fee-based advisory account. (v) You can withdraw your retirement money and pay the taxes and any applicable penalties. Your decision to roll assets from a qualified plan to a financial professional should be determined by your need for a desired level of investment services, the associated costs, and access to a diverse range of investment products that meet your personal risk tolerance and investment objective. Selection of Other Advisers (Sub-Advisers) As part of its portfolio management services, L&S may recommend one or more third-party sub- advisers to manage all or a portion of the client's investment portfolio. Factors taken into consideration when making recommendations include, but are not limited to, the sub-adviser’s performance, investment strategies, methods of analysis, advisory and other fees, assets under management, and the client's financial objectives and risk tolerance. L&S would generally retain authority to hire/fire the sub-adviser and regularly monitors the performance of the sub-adviser to ensure its management and investment style remain aligned with the client's objectives and risk tolerance. L&S has sub-advisory agreements with unaffiliated registered investment advisers and platform providers. L&S accesses various model portfolio strategies made available through the investment platforms. L&S determines which portfolios the client assets are to be invested in, and thereafter the sub-adviser implements all trades necessary to cause such assets to be invested in the model portfolios and strategies. L&S continuously manages any sub-adviser relationship and regularly monitors the client's account(s) for performance metrics and adherence to the client's investment objectives. Each sub-adviser maintains a separate disclosure document that L&S will provide to the client. The client should carefully review the sub-adviser's disclosure document for information regarding fees, risks and investment strategies, and conflicts of interest. The sub-adviser’s fee will be in addition to the advisory fees charged by L&S. Fractional Family Office Services L&S offers two options for its fractional family office services: standard services and premium services. The service offerings for each option are described below. Standard Services Category Service Financial Management Investment Management Offerings • Portfolio management • Asset allocation/risk management • Consolidated performance reporting Page 6  Item 4: Advisory Business Financial Planning/Management Tax Services Tax Planning & Preparation Estate Planning Estate & Succession Planning • Fee audit on client’s total financial relationship • Rebalancing • Investment policy statement development • Investment manager selection and due diligence • Alternative investment analysis • Employee stock option analysis and advice • Retirement planning • Cash flow planning & management • Basic budgeting • Debt management • Coordination with tax advisors • Basic strategic tax planning • Estate mapping and organization • Ownership, titling, and beneficiary designation coordination Other • Ongoing maintenance of estate plan • Basic miscellaneous administrative support Administrative & Operational Support Risk Management Risk Management & Insurance • Life insurance and placement • Premium financed life insurance analysis • Insurance analysis & policy management (property & casualty) Philanthropy & Social Impact Philanthropy Management Legal & Compliance Legal Coordination Technology Solutions Technology & Cybersecurity • Health insurance analysis and review • Charitable giving planning • Charitable tax strategy • Coordinating with legal advisors • Complex entity creation and administration • Cybersecurity & data protection • Fraud and PII protection Premium Services (All Standard Services +) Category Service Financial Management Financial Planning/Management Offerings • Comprehensive budgeting • Private equity administration including capital calls, distributions, and Internal Rate of Return (IRR) analysis Tax Services Tax Planning & Preparation Estate Planning Estate & Succession Planning Administrative & Operational Support Bill Payment & Bookkeeping • Tax return coordination & info gathering • Property tax analysis • Wealth transfer strategies • Entity choice and structuring analysis • Concentrated stock position diversification • Complex entity creation and administration • Expense Management (including Credit Cards) • Personal Balance Sheet Page 7  Item 4: Advisory Business Other Philanthropy & Social Impact Philanthropy Management • Personal Cash flow monitoring • Document Vault • Miscellaneous administrative support • Charitable giving & philanthropy planning • Family governance facilitation and implementation for charitable giving Legal & Compliance Legal Coordination Liability Management Managing Liability Analysis Family Education Education & Family Governance Family Governance Cybersecurity Additional Risk Management Insurance • Onsite philanthropic organizational visits • Compliance & regulatory requirements review • Financing advice • Debt management and monitoring • Refinancing analysis • Mortgage analysis • Margin and pledged asset lines of credit • Interfamily loans • Premium financing monitoring • Financial literacy programs • Educational workshops & seminars • Developing family constitutions • Facilitating family meetings & retreats • Family cybersecurity assessment • Personal security assessment • Personal security education • Family reputation management • Travel protection • Private placement life insurance analysis Retirement Plan Consulting Services L&S provides various consulting services to qualified employee benefit plans and their fiduciaries. This suite of institutional services is designed to assist plan sponsors in structuring, managing and optimizing their corporate retirement plans. Each engagement is individually negotiated and customized, and includes any or all of the following services: • Plan Design and Strategy • Plan Review and Evaluation • Executive Planning & Benefits • Fiduciary and Compliance • Investment Selection • Plan Fee and Cost Analysis • Plan Committee Consultation • Participant Education As disclosed in the advisory agreement, certain of the foregoing services are provided by L&S as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of L&S’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the firm reasonably expects under the engagement. Page 8  Item 4: Advisory Business C. Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives and in accordance with any reasonable restrictions imposed by the client on the management of the account—for example, restricting the type or amount of security to be purchased in the portfolio. D. Wrap Fee Programs L&S does not participate in wrap fee programs, where brokerage commissions and transaction costs are included in the asset-based fee charged to the client. E. Client Assets Under Management As of March 10, 2026, L&S had $108,501,056 in discretionary assets under management and $0 in non-discretionary assets under management. Page 9  Item 5: Fees and Compensation Item 5: Fees and Compensation A. Methods of Compensation and Fee Schedule Core Financial Planning and Consulting Fees L&S offers core financial planning and consulting services as a limited, project-based engagement or an ongoing service. Limited engagements will be billed a maximum fixed fee of $7,500 as mutually agreed upon by the client and the firm. The fee is determined based on the nature of the services being provided and the complexity of each client’s circumstances. The type of planning to be done and the amount of the fee will be set forth in the agreement. L&S generally requires one-half of the fee payable upon execution of the agreement and the balance due upon completion of the engagement. For ongoing financial planning services, L&S charges a fixed fee not to exceed $24,000 annually as negotiated between the client and the firm. The fee is determined based on the nature of the services being provided and the complexity of each client’s circumstances. The type of planning to be done and the amount of the fee will be set forth in the agreement, and the fee is paid monthly in advance. The agreement will automatically renew each month unless written notice is provided by either party. Advanced Planning Fees Advanced planning is offered as a limited 3- to 12-month engagement and will be billed a fixed fee not to exceed $75,000 as mutually agreed upon by the client and the firm. The fee is determined based on the nature of the services being provided and the complexity of each client’s circumstances. The type of planning to be done and the amount of the fee will be set forth in the agreement, and the fee is paid monthly in advance. Investment Management & Sub-Adviser Fees The annual fee for investment management services will be charged as a percentage of assets under management. The total managed account fee will include L&S’s advisory fee (maximum 1.6%, which is negotiable), plus a model manager and platform if the sub-adviser platform is utilized (sub-adviser’s fee portion is non-negotiable). L&S’s management fee is negotiable at the firm’s discretion and may vary based on the size of the account, complexity of the portfolio, extent of activity in the account, or other reasons agreed upon by us and the client. As model manager fees vary depending on the strategy(ies) selected, L&S has an economic incentive to recommend those strategies that yield the highest fees to L&S. While L&S prioritizes clients’ best interests, it’s important to be aware of this conflict of interest during the construction of the client’s investment portfolio. Lastly, clients should note that comparable services may be available elsewhere at more favorable pricing. Clients are encouraged to discuss Page 10  Item 5: Fees and Compensation with their financial professional the most appropriate tier of services, given the client’s needs and the applicable cost given the client’s investment goals and objectives. The specific advisory fees are set forth in your investment advisory agreement and are payable quarterly, in advance or arrears (depending on the custodian), based upon the market value of the assets being managed by L&S on the last day of the previous quarter as determined by a party independent from the firm (including the client’s custodian or another third party). If assets of $10,000 or more are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to reflect the interim change in portfolio value. For the initial period of an engagement, the fee is calculated on a pro rata basis. Use of Margin L&S may utilize leverage in the management of its clients’ accounts and calculates its fees on the gross value of the portfolio. Although we strive to place our clients’ interests first, this practice creates an economic incentive for a firm to utilize leverage in order to increase its fee revenue. Fractional Family Office Services Fees for fractional family office services are mutually negotiated between the client and L&S at the time of entering into the agreement. For Standard Services, fees range from $2,500 to $10,000 per month. For Premium Services, fees range from $5,500 to $20,000 per month. The type of services and the amount of the fees will be set forth in the agreement, and the fee is paid monthly in advance. The agreement will automatically renew each month unless written notice is provided by either party. Pricing is subject to adjustment annually, with a 30-day written notice. Fractional Family Office Services require a minimum client net worth of $25MM. Retirement Plan Consulting Fees L&S charges as fixed project-based fee to provide clients with retirement plan consulting services. Each engagement is individually negotiated and tailored to accommodate the needs of the individual plan sponsor, as memorialized in the agreement. B. Client Payment of Fees Financial Planning Fees The terms and conditions of the financial planning engagement are set forth in the client agreement. For limited engagements, L&S generally requires one-half of the fee payable upon execution of the agreement and the balance due upon completion of the engagement. Ongoing financial planning services are billed monthly in advance. For prepaid fees in excess of $1,200, services will be completed within six months of the date fees are received. Page 11  Item 5: Fees and Compensation Client may pay by personal check, or fees may be deducted directly from the client’s custodial account (Third Party Check Request and/or ACH Authorization Agreement required). The agreement may be terminated with no penalty by any party effective upon receipt of written notice to the other parties. The firm will provide the client with a prorated refund of fees paid in advance. For ongoing engagements, the refund will be based on the number of days service was provided during the month. Advanced Planning Fees The terms and conditions of the planning engagement are set forth in the client agreement, and the fee is paid monthly in advance. Client may pay by personal check, or fees may be deducted directly from the client’s custodial account (Third Party Check Request and/or ACH Authorization Agreement required). The agreement may be terminated with no penalty by any party effective upon receipt of written notice to the other parties. The firm will provide the client with a prorated refund of fees paid in advance, which will be based on the number of days service was provided during the month. The firm does not take receipt of $1,200 or more in prepaid fees in excess of six months in advance of services rendered. Investment Management Fees Fees for investment management are paid quarterly in advance or arrears (depending on the custodian). L&S requires clients to authorize the direct debit of fees from their accounts. Exceptions may be granted subject to the firm’s consent for clients to be billed directly for our fees. For directly debited fees, the custodian’s periodic statements will show each fee deduction from the account. Clients may withdraw this authorization for direct billing of these fees at any time by notifying us or their custodian in writing. L&S will deduct advisory fees directly from the client’s account provided that (i) the client provides written authorization to the qualified custodian, and (ii) the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. A client investment advisory agreement may be terminated by either party for any reason upon receipt of written notice. Upon termination, any unearned, prepaid fees will be promptly refunded, and any earned, unpaid fees will be immediately due and payable. Fractional Family Office Services The terms and conditions of the engagement, type of services, and amount of the fees are set forth in the client agreement. Client may pay by personal check, or fees may be deducted directly from the client’s custodial account (Third Party Check Request and/or ACH Authorization Agreement required). Page 12  Item 5: Fees and Compensation The agreement will automatically renew each month unless written notice is provided by either party. Pricing is subject to adjustment annually, with a 30-day written notice. Both parties retain the right not to renew. The firm will provide the client with a prorated refund of fees paid in advance, which will be based on the number of days service was provided during the month. The firm does not take receipt of $1,200 or more in prepaid fees in excess of six months in advance of services rendered. C. Additional Client Fees Charged In addition to the advisory fees paid to L&S, clients also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges include securities brokerage commissions, transaction fees, custodial fees, fees attributable to alternative assets, fees charged by the third-party sub-advisers, margin and other borrowing costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd- lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Please refer to the Brokerage Practices section (Item 12) for additional information regarding the firm’s brokerage practices. D. External Compensation for the Sale of Securities to Clients L&S’s advisory professionals are compensated primarily through a salary and bonus structure / through a percentage of advisory fees charged to clients. L&S’s advisory professionals may receive commission-based compensation for the sale of insurance products. Please see Item 10.C. for conflicts of interest. E. Important Disclosure – Custodian Investment Programs Please be advised that the firm utilizes certain custodians/broker-dealers. Under these arrangements, we can access certain investment programs offered through such custodian(s) that offer certain compensation and fee structures that create conflicts of interest of which clients need to be aware. Please note the following: Limitation on Mutual Fund Universe for Custodian Investment Programs: There are certain programs in which we participate where a client’s investment options may be limited in certain of these programs to those mutual funds and/or mutual fund share classes that pay 12b-1 fees and other revenue sharing fee payments, and the client should be aware that the firm is not selecting from among all mutual funds available in the marketplace when recommending mutual funds to the client. Conflict Between Revenue Share Class (12b-1) and Non-Revenue Share Class Mutual Funds: Revenue share class/12b-1 fees are deducted from the net asset value of the mutual fund and generally, all things being equal, cause the fund to earn lower rates of return than those mutual funds that do not pay revenue sharing fees. The client is under no obligation to utilize such Page 13  Item 5: Fees and Compensation programs or mutual funds. Although many factors will influence the type of fund to be used, the client should discuss with their investment adviser representative whether a share class from a comparable mutual fund with a more favorable return to investors is available that does not include the payment of any 12b-1 or revenue sharing fees given the client’s individual needs and priorities and anticipated transaction costs. In addition, the receipt of such fees can create conflicts of interest in instances where the custodian receives the entirety of the 12b-1 and/or revenue sharing fees and takes the receipt of such fees into consideration in terms of benefits it may elect to provide to the firm, even though such benefits may or may not benefit some or all of the firm’s clients. Page 14  Item 6: Performance-Based Fees and Side-by-Side Management Item 6: Performance-Based Fees and Side-by-Side Management L&S does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Page 15  Item 7: Types of Clients Item 7: Types of Clients L&S offers its investment services to various types of clients including individuals, high-net- worth individuals, trusts, estates, corporations, and business entities, and pension and profit- sharing plans. L&S generally requires a minimum account size of $25,000. L&S, in its sole discretion, may waive the required minimum. Fractional family office services require a minimum client net worth of $25MM. L&S, in its sole discretion, may waive the required minimum. Page 16  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. There is no guarantee that any specific investment or strategy will be profitable for a particular client. Methods of Analysis L&S utilizes a combination of fundamental, cyclical, technical, and behavioral finance methods of analysis while employing an asset allocation strategy based on a derivative of Modern Portfolio Theory. Fundamental analysis involves an evaluation of the fundamental financial condition and competitive position of a particular fund or issuer. For L&S, this process typically involves an analysis of an issuer’s management team, investment strategies, style drift, past performance, reputation and financial strength in relation to the asset class concentrations and risk exposures of the firm’s model asset allocations. A substantial risk in relying upon fundamental analysis is that while the overall health and position of a company may be good, evolving market conditions may negatively impact the security. Cyclical analysis is similar to technical analysis in that it involves the assessment of market conditions at a macro (entire market or economy) or micro (company specific) level, rather than focusing on the overall fundamental analysis of the health of the particular company that L&S is recommending. The risks with cyclical analysis are similar to those of technical analysis. Technical analysis involves charting price and volume data as reported by the exchange where the security is traded to look for price trends. The primary risk is that the models are not designed properly or maintained with new data. Moreover, our assumptions are based on our evaluation of data, which could be incorrect. Behavioral finance analysis involves an examination of conventional economics as well as behavioral and cognitive psychological factors. Behavioral finance methodology seeks to combine a qualitative and quantitative approach to provide explanations for why individuals may, at times, make irrational financial decisions. Where conventional financial theories have failed to explain certain patterns, the behavioral finance methodology investigates the underlying reasons and biases that cause some people to behave against their best interests. The risks relating to behavior finance analysis are that it relies on spotting trends in human behavior that may not predict future trends. In addition, L&S reviews research material prepared by others, as well as corporate filings, corporate rating services, and a variety of financial publications. L&S may employ outside vendors or utilize third-party software to assist in formulating investment recommendations to clients. Page 17  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Modern Portfolio Theory The firm’s methods of analysis include modern portfolio theory. 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 assets. 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. Investment Strategies L&S’s investment philosophy is centered on the concept of disciplined long-term diversified asset allocation. L&S believes that markets are mostly efficient, therefore, its portfolios are based on Modern Portfolio Theory and are designed to optimize return based on a client’s stated level of risk in alignment with their investment goals. L&S believes in a long-term strategic management style with the ability to execute tactical changes based on these macroeconomic observations detailed above. L&S allows for an acceptable range of each asset class to deviate based on market fluctuation or based on a tactical rebalance. This tactical rebalance must assure the overall portfolio remains in line with the long-term goals of the client within the appropriate risk category. This rebalance will take place at minimum semiannually, but most often will take place during the client’s quarterly reviews. Ultimately, it is L&S’s belief that some of the greatest value the firm can offer investors is acting as their empathetic behavior coach. The firm will seek to help clients avoid emotional decisions to rebalance large percentages of their portfolio’s based on temporary market declines which would expose them to the risk of being in a portfolio that doesn’t match up with their long-term investment goals. Mutual Funds and Exchange-Traded Funds, Individual Securities, and Third-Party Sub- Advisers L&S may recommend ”institutional share class” mutual funds, exchange-traded funds (“ETFs”), and individual securities (including fixed income instruments). L&S may also assist the client in selecting one or more appropriate sub-advisers for all or a portion of the client’s portfolio. Such sub-advisers will typically manage assets for clients who commit to the manager a minimum amount of assets established by that sub-adviser—a factor that L&S will take into account when recommending sub-advisers to clients. L&S 's selection process cannot ensure that sub-advisers will perform as desired, and L&S will have no control over the day-to-day operations of any of its selected sub-advisers. L&S would not necessarily be Page 18  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss aware of certain activities at the underlying sub-adviser’s level, including without limitation a sub-adviser’s engaging in unreported risks, investment “style drift,” or even regulatory breaches or fraud. A description of the criteria to be used in formulating an investment recommendation for mutual funds, ETFs, individual securities (including fixed-income securities), and sub-advisers is set forth below. L&S has formed relationships with third-party vendors that  provide a technological platform for separate account management  prepare performance reports  perform or distribute research of individual securities  perform billing and certain other administrative tasks L&S may utilize additional independent third parties to assist it in recommending and monitoring individual securities, funds, and sub-advisers to clients as appropriate under the circumstances. L&S reviews certain quantitative and qualitative criteria related to funds and sub-advisers and to formulate investment recommendations to its clients. Quantitative criteria may include  performance history of a fund or sub-adviser evaluated against that of its peers and other benchmarks  analysis of risk-adjusted returns  analysis of the contribution to the investment return (e.g., manager’s alpha), standard deviation of returns over specific time periods, sector and style analysis fund or sub-adviser’s fee structure   relevant portfolio manager’s tenure Qualitative criteria used in selecting/recommending funds or sub-advisers include the investment objectives and/or management style and philosophy of a fund or manager; a mutual fund or sub-adviser’s consistency of investment style; and employee turnover and efficiency and capacity. Quantitative and qualitative criteria related to funds and sub-advisers are reviewed by L&S on a quarterly basis or such other interval as appropriate under the circumstances. In addition, funds or sub-advisers are reviewed to determine the extent to which their investments reflect efforts to time the market, or evidence style drift such that their portfolios no longer accurately reflect the particular asset category attributed to the fund or sub-adviser by L&S (both of which are negative factors in implementing an asset allocation structure). L&S may negotiate reduced account minimum balances and reduced fees with sub-advisers under various circumstances (e.g., for clients with minimum level of assets committed to the manager for specific periods of time, etc.). There can be no assurance that clients will receive any reduced account minimum balances or fees, or that all clients, even if apparently similarly situated, will receive any reduced account minimum balances or fees available to some other clients. Also, account minimum balances and fees may significantly differ between clients. Each Page 19  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss client’s individual needs and circumstances will determine portfolio weighting, which can have an impact on fees given the funds or sub-advisers utilized. L&S will endeavor to obtain equal treatment for its clients with funds or sub-advisers, but cannot assure equal treatment. L&S will regularly review the activities of funds and sub-advisers utilized for the client. Clients that engage sub-advisers or invest in funds should first review and understand the disclosure documents of those sub-advisers or funds, which contain information relevant to such retention or investment, including information on the methodology used to analyze securities, investment strategies, fees and conflicts of interest. Risk of Loss The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved with respect to the firm’s investment management activities. Clients should consult with their legal, tax, and other advisors before engaging the firm to provide investment management services on their behalf. Material Risks of Investment Instruments L&S generally invests in the following types of securities: Interval Funds  Equity securities  Mutual fund securities  Exchange-traded funds  Leveraged and inverse exchange-traded funds  Exchange-traded notes  Fixed income securities  Municipal securities  U.S. government securities  Structured products  Fixed equity annuities  Fixed equity indexed annuities  Variable annuities  Real Estate Investment Trusts (“REITs”)   Derivatives Equity Securities Investing in individual companies involves inherent risk. The major risks relate to the company’s capitalization, quality of the company’s management, quality and cost of the company’s services, the company’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company’s ability to create shareholder value (i.e., increase the value of the company’s stock price). Foreign securities, in Page 20  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk and liquidity risk. Mutual Fund Securities Investing in mutual funds carries inherent risk. The major risks of investing in a mutual fund include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry diversification, and the type and amount of sector diversification within specific industries. In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund. Exchange-Traded Funds (“ETFs”) ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are SPDRs®, streetTRACKS®, DIAMONDSSM, NASDAQ 100 Index Tracking StockSM (“QQQs SM”) iShares® and VIPERs®. ETFs have embedded expenses that the client indirectly bears. Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employing the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. Leveraged and Inverse Exchange-Traded Funds (“ETFs”) Leveraged ETFs employ financial derivatives and debt to try to achieve a multiple (for example two or three times) of the return or inverse return of a stated index or benchmark over the course of a single day. The use of leverage typically increases risk for an investor. However, unlike utilizing margin or shorting securities in your own account, you cannot lose more than your original investment. An inverse ETF is designed to track, on a daily basis, the inverse of its benchmark. Inverse ETFs utilize short selling, derivatives trading, and other leveraged investment techniques, such as futures trading to achieve their objectives. Leverage and inverse ETFs reset each day; as such, their performance can quickly diverge from the performance of the underlying index or benchmark. An investor could suffer significant losses Page 21  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss even if the long-term performance of the index showed a gain. Engaging in short sales and using swaps, futures, contracts, and other derivatives can expose the ETF. There is always a risk that not every leveraged or inverse ETF will meet its stated objective on any given trading day. An investor should understand the impact an investment in the ETF could have on the performance of their portfolio, taking into consideration goals and tolerance for risk. Leveraged or inverse ETFs may be less tax-efficient than traditional ETFs, in part because daily resets can cause the ETF to realize significant short-term capital gains that may not be offset by a loss. Be sure to check with your tax advisor about the consequences of investing in a leveraged or inverse ETF. Leveraged and Inverse ETFs are not suited for long- term investment strategies. These are not appropriate for buy-and-hold or conservative investors and are more suitable for investors who understand leverage and are willing to assume the risk of magnified potential losses. These funds tend to carry higher fees, due to active management, that can also affect performance. Exchange-Traded Notes (“ETN”) ETNs are structured debt securities. ETN liabilities are unsecured general obligations of the issuer. Most ETNs are designed to track a particular market segment or index. ETNs have expenses associated with their operation. When a fund invests in an ETN, in addition to directly bearing expenses associated with its own operations, it will bear its pro rata portion of the ETN’s expenses. The risks of owning an ETN generally reflect the risks of owning the underlying securities the ETN is designed to track, although lack of liquidity in an ETN could result in it being more volatile than the underlying portfolio of securities. In addition, because of ETN expenses, compared to owning the underlying securities directly it may be more costly to own an ETN. The value of an ETN security should also be expected to fluctuate with the credit rating of the issuer. Fixed Income Securities Fixed income securities carry additional risks than those of equity securities described above. These risks include the company’s ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S or foreign) and currency risk. If bonds have maturities of ten years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity the less volatile the price swings. Foreign bonds have liquidity and currency risk. Municipal Securities Municipal securities carry additional risks than those of corporate and bank-sponsored debt securities described above. These risks include the municipality’s ability to raise additional tax revenue or other revenue (in the event the bonds are revenue bonds) to pay interest on its debt and to retire its debt at maturity. Municipal bonds are generally tax free at the federal level, but may be taxable in individual states other than the state in which both the investor and municipal issuer is domiciled. Page 22  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss U.S. Government Securities U.S. government securities include securities issued by the U.S. Treasury and by U.S. government agencies and instrumentalities. U.S. government securities may be supported by the full faith and credit of the United States. Structured Products Structured products are designed to facilitate highly customized risk-return objectives. While structured products come in many different forms, they typically consist of a debt security that is structured to make interest and principal payments based upon various assets, rates or formulas. Many structured products include an embedded derivative component. Structured products may be structured in the form of a security, in which case these products may receive benefits provided under federal securities law, or they may be cast as derivatives, in which case they are offered in the over-the-counter market and are subject to no regulation. Investment in structured products includes significant risks, including valuation, liquidity, price, credit and market risks. One common risk associated with structured products is a relative lack of liquidity due to the highly customized nature of the investment. Moreover, the full extent of returns from the complex performance features is often not realized until maturity. As such, structured products tend to be more of a buy-and-hold investment decision rather than a means of getting in and out of a position with speed and efficiency. Another risk with structured products is the credit quality of the issuer. Although the cash flows are derived from other sources, the products themselves are legally considered to be the issuing financial institution's liabilities. The vast majority of structured products are from high investment grade issuers only. Also, there is a lack of pricing transparency. There is no uniform standard for pricing, making it harder to compare the net-of-pricing attractiveness of alternative structured product offerings than it is, for instance, to compare the net expense ratios of different mutual funds or commissions among broker-dealers. Fixed Equity Annuities A fixed annuity is a contract between an insurance company and a customer, typically called the annuitant. The contract obligates the company to make a series of fixed annuity payments to the annuitant for the duration of the contract. The annuitant surrenders a lump sum of cash in exchange for monthly payments that are guaranteed by the insurance company. Please note the following risks: (i) Spending power risk. Social Security retirement benefits have cost-of- living adjustments. Most fixed annuities do not. Consequently, the spending power provided by the monthly payment may decline significantly over the life of the annuity contract because of inflation, (ii) Death and survivorship risk. In a conventional fixed annuity, once the annuitant has turned over a lump sum premium to the insurance company, it will not be returned. The annuitant could die after receiving only a few monthly payments, but the insurance company may not be obligated to give the annuitant’s estate any of the money back. A related risk is based on the financial consequences for a surviving spouse. In a standard single-life annuity contract, a survivor receives nothing after the annuitant dies. That may put a severe dent in a spouse’s retirement income. To counteract this risk, consider a joint life annuity. (iii) Company Page 23  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss failure risk. Private annuity contracts are not guaranteed by the FDIC, SIPC, or any other federal agency. If the insurance company that issues an annuity contract fails, no one in the federal government is obligated to protect the annuitant from financial loss. Most states have guaranty associations that provide a level of protection to citizens in that state if an insurance company also doing business in that state fails. A typical limit of state protection, if it applies at all, is $100,000. To control this risk, contact the state insurance commissioner to confirm that your state has a guaranty association and to learn the guarantee limits applicable to a fixed annuity contract. Based on that information, consider dividing fixed annuity contracts among multiple insurance companies to obtain the maximum possible protection. Also check the financial stability and credit ratings of the annuity insurance companies being considered. A.M. Best and Standard & Poor’s publish ratings information. Fixed Equity Indexed Annuities An equity-indexed annuity is a type of fixed annuity that is distinguished by the interest yield return being partially based on an equities index, typically the S&P 500.The returns (in the form of interest credited to the contract) can consist of a guaranteed minimum interest rate and an interest rate linked to a market index. The guaranteed minimum interest rate usually ranges from 1 to 3 percent on at least 87.5 percent of the premium paid. As long as the company offering the annuity is fiscally sound enough to meet its obligations, you will be guaranteed to receive this return no matter how the market performs. Your index-linked returns will depend on how the index performs but, generally speaking, an investor with an indexed annuity will not see his or her rate of return fully match the positive rate of return of the index to which the annuity is linked — and could be significantly less. One major reason for this is that returns are subject to contractual limitations in the form of caps and participation rates. Participation rates are the percentage of an index's returns that are credited to the annuity. For instance, if your annuity has a participation rate of 75 percent, then your index-linked returns would only amount to 75 percent of the gains associated with the index. Interest caps, meanwhile, essentially mean that during big bull markets, investors won't see their returns go sky-high. For instance, if an index rises 12 percent, but an investor's annuity has a cap of 7 percent, his or her returns will be limited to 7 percent. Some indexed annuity contracts allow the issuer to change these fees, participation rates and caps from time to time. Investors should also be aware that trying to withdraw the principal amount from a fixed indexed annuity during a certain period — usually within the first 9 or 10 years after the annuity was purchased — can result in fees known as surrender charges, and could also trigger tax penalties. In fact, under some contracts if withdrawals are taken amounts already credited will be forfeited. After paying surrender charges an investor could lose money by surrendering their indexed annuity too soon. Variable Annuities Variable Annuities are long-term financial products designed for retirement purposes. In essence, annuities are contractual agreements in which payment(s) are made to an insurance company, which agrees to pay out an income or a lump sum amount at a later date. There are contract limitations and fees and charges associated with annuities, administrative fees, and Page 24  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss charges for optional benefits. They also may carry early withdrawal penalties and surrender charges, and carry additional risks such as the insurance carrier's ability to pay claims. Moreover, variable annuities carry investment risk similar to mutual funds. Investors should carefully review the terms of the variable annuity contract before investing. Real Estate Investment Trusts (“REITs”) A REIT is a tax designation for a corporate entity which pools capital of many investors to purchase and manage real estate. Many REITs invest in income-producing properties in the office, industrial, retail, and residential real estate sectors. REITs are granted special tax considerations, which can significantly reduce or eliminate corporate income taxes. In order to qualify as a REIT and for these special tax considerations, REITs are required by law to distribute 90% of their taxable income to investors. REITs can be traded on a public exchange like a stock, or be offered as a non-traded REIT. REITs, both public exchange-traded and non- traded, are subject to risks including volatile fluctuations in real estate prices, as well as fluctuations in the costs of operating or managing investment properties, which can be substantial. Many REITs obtain management and operational services from companies and service providers that are directly or indirectly related to the sponsor of the REIT, which presents a potential conflict of interest that can impact returns on investments. Non-traded REITs include: (i) A REIT that is registered with the Securities and Exchange Commission (SEC) but is not listed on an exchange or over-the-counter market (non-exchange traded REIT); or, (i) a REIT that is sold pursuant to an exemption to registration (Private REIT). Non-traded REITs are generally blind pool investment vehicles. Blind pools are limited partnerships that do not explicitly state their future investments prior to beginning their capital-raising phase. During this period of capital-raising, non-traded REITs often pay distributions to their investors. The risks of non-traded REITs are varied and significant. Because they are not exchange-traded investments, they often lack a developed secondary market, thus making them illiquid investments. As blind pool investment vehicles, non-traded REITs’ initial share prices are not related to the underlying value of the properties. This is because non-traded REITs begin and continue to purchase new properties as new capital is raised. Thus, one risk for non-traded REITs is the possibility that the blind pool will be unable to raise enough capital to carry out its investment plan. After the capital raising phase is complete, non-traded REIT shares are infrequently re-valued and thus may not reflect the true net asset value of the underlying real estate investments. Non-traded REITs often offer investors a redemption program where the shares can be sold back to the sponsor; however, those redemption programs are often subject to restrictions and may be suspended at the sponsor’s discretion. While non-traded REITs may pay distributions to investors at a stated target rate during the capital-raising phases, the funds used to pay such distributions may be obtained from sources other than cash flow from operations, and such financing can increase operating costs. With respect to publicly traded REITs, publicly traded REITs may be subject to additional risks and price fluctuations in the public market due to investors’ expectations of the individual REIT, the real estate market generally, specific sectors, the current yield on such REIT, and the Page 25  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss current liquidity available in public market. Although publicly traded REITs offer investors liquidity, there can be constraints based upon current supply and demand. An investor when liquidating may receive less than the intrinsic value of the REIT. Interval Funds An interval fund is a type of investment company that periodically offers to repurchase its shares from shareholders. That is, the fund periodically offers to buy back a stated portion of its shares from shareholders. Shareholders are not required to accept these offers and sell their shares back to the fund. Legally, interval funds are classified as closed-end funds, but they are very different from traditional closed-end funds in that:  Their shares typically do not trade on the secondary market. Instead, their shares are subject to periodic repurchase offers by the fund at a price based on net asset value.  They are permitted to (and many interval funds do) continuously offer their shares at a priced based on the fund’s net asset value. An interval fund will make periodic repurchase offers to its shareholders, generally every three, six, or twelve months, as disclosed in the fund’s prospectus and annual report. Interval funds are not liquid, meaning they are not easily converted into cash. Just as the fund will offer to repurchase a percentage of the fund at intervals, the investor is limited to selling shares at intervals. In other words, interval funds have limited liquidity. As a result interval funds are only appropriate for clients who do not have short term cash needs. The price that shareholders will receive on a repurchase will be based on the per share NAV determined as of a specified (and disclosed) date. Note that interval funds are permitted to deduct a redemption fee from the repurchase proceeds, not to exceed 2% of the proceeds. The fee is paid to the fund, and generally is intended to compensate the fund for expenses directly related to the repurchase. Interval funds may charge other fees as well. An interval fund’s prospectus and annual report will disclose the various details of the repurchase offer. Before investing in an interval fund, you should carefully read all of the fund’s available information, including its prospectus and most recent shareholder report. Derivatives Some ETFs use derivatives, such as swaps, options and futures, among others. Derivative instruments may be illiquid, difficult to value and leveraged so that small changes may produce disproportionate losses to a client. Over-the-counter derivatives, such as swaps, are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. Losses from investments in derivatives can result from a lack of correlation between the value of those derivatives and the value of the underlying asset or index. In addition, there is a risk that the performance of the derivatives to replicate the performance of a particular asset or asset class may not accurately track the performance of that asset or asset class. Page 26  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss B. Investment Strategy and Method of Analysis Material Risks Our investment strategy is custom-tailored to the client’s goals, investment objectives, risk tolerance, and personal and financial circumstances. Management through Similarly Managed “Model” Accounts L&S manages certain accounts through the use of similarly managed “model” portfolios, whereby the firm allocates all or a portion of its clients’ assets among various mutual funds and/or securities on a discretionary basis using one or more of its proprietary investment strategies. In managing assets through the use of models, the firm remains in compliance with the safe harbor provisions of Rule 3a-4 of the Investment Company Act of 1940. The strategy used to manage a model portfolio may involve an above average portfolio turnover that could negatively impact clients’ net after-tax gains. While the firm seeks to ensure that clients’ assets are managed in a manner consistent with their individual financial situations and investment objectives, securities transactions effected pursuant to a model investment strategy are usually done without regard to a client’s individual tax ramifications. Clients should contact the firm if they experience a change in their financial situation or if they want to impose reasonable restrictions on the management of their accounts. Margin Leverage Although L&S, as a general business practice, does not utilize leverage, there may be instances in which the use of leverage may be appropriate for certain clients and situations or requested by the clients for personal use. In this regard please review the following: The use of margin leverage enhances the overall risk of investment gain and loss to the client’s investment portfolio. For example, investors are able to control $2 of a security for $1. So if the price of a security rises by $1, the investor earns a 100% return on their investment. Conversely, if the security declines by $.50, then the investor loses 50% of their investment. The use of margin leverage entails borrowing, which results in additional interest costs to the investor. Broker-dealers who carry customer accounts require a minimum equity requirement when clients utilize margin leverage. The minimum equity requirement is stated as a percentage of the value of the underlying collateral security with an absolute minimum dollar requirement. For example, if the price of a security declines in value to the point where the excess equity used to satisfy the minimum requirement dissipates, the broker-dealer will require the client to deposit additional collateral to the account in the form of cash or marketable securities. A deposit of securities to the account will require a larger deposit, as the security being deposited is included in the computation of the minimum equity requirement. In addition, when leverage is utilized and the client needs to withdraw cash, the client must sell a disproportionate amount of collateral securities to release enough cash to satisfy the withdrawal amount based upon similar reasoning as cited above. Page 27  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Regulations concerning the use of margin leverage are established by the Federal Reserve Board and vary if the client’s account is held at a broker-dealer versus a bank custodian. Broker-dealers and bank custodians may apply more stringent rules as they deem necessary. Short-Term Trading Although L&S, as a general business practice, does not utilize short-term trading, there may be instances in which short-term trading may be necessary or an appropriate strategy. In this regard, please read the following: There is an inherent risk for clients who trade frequently in that high-frequency trading creates substantial transaction costs that in the aggregate could negatively impact account performance. Short Selling L&S generally does not engage in short selling but reserves the right to do so in the exercise of its sole judgment. Short selling involves the sale of a security that is borrowed rather than owned. When a short sale is effected, the investor is expecting the price of the security to decline in value so that a purchase or closeout of the short sale can be effected at a significantly lower price. The primary risks of effecting short sales is the availability to borrow the stock, the unlimited potential for loss, and the requirement to fund any difference between the short credit balance and the market value of the security. Technical Trading Models Technical trading models are mathematically driven based upon historical data and trends of domestic and foreign market trading activity, including various industry and sector trading statistics within such markets. Technical trading models, through mathematical algorithms, attempt to identify when markets are likely to increase or decrease and identify appropriate entry and exit points. The primary risk of technical trading models is that historical trends and past performance cannot predict future trends, and there is no assurance that the mathematical algorithms employed are designed properly, updated with new data, and can accurately predict future market, industry, and sector performance. Option Strategies Various option strategies give the holder the right to acquire or sell underlying securities at the contract strike price up until expiration of the option. Each contract is worth 100 shares of the underlying security. Options entail greater risk but allow an investor to have market exposure to a particular security or group of securities without the capital commitment required to purchase the underlying security or groups of securities. In addition, options allow investors to hedge security positions held in the portfolio. For detailed information on the use of options and option strategies, please contact the Options Clearing Corporation for the current Options Risk Disclosure Statement. L&S as part of its investment strategy may employ the following option strategies: Page 28  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Covered Call Writing Covered call writing is the sale of in-, at-, or out-of-the-money call option against a long security position held in the client portfolio. This type of transaction is used to generate income. It also serves to create downside protection in the event the security position declines in value. Income is received from the proceeds of the option sale. Such income may be reduced to the extent it is necessary to buy back the option position prior to its expiration. This strategy may involve a degree of trading velocity, transaction costs and significant losses if the underlying security has volatile price movement. Covered call strategies are generally suited for companies with little price volatility. Long Call Option Purchases Long call option purchases allow the option holder to be exposed to the general market characteristics of a security without the outlay of capital necessary to own the security. Options are wasting assets and expire (usually within nine months of issuance), and as a result can expose the investor to significant loss. Long Put Option Purchases Long put option purchases allow the option holder to sell or “put” the underlying security at the contract strike price at a future date. If the price of the underlying security declines in value, the value of the long put option increases. In this way long puts are often used to hedge a long stock position. Options are wasting assets and expire (usually within nine months of issuance), and as a result can expose the investor to significant loss. Option Spreading Option spreading usually involves the purchase of a call option and the sale of a call option at a higher contract strike price, both having the same expiration month. The purpose of this type of transaction is to allow the holder to be exposed to the general market characteristics of a security without the outlay of capital to own the security, and to offset the cost by selling the call option with a higher contract strike price. In this type of transaction, the spread holder “locks in” a maximum profit, defined as the difference in contract prices reduced by the net cost of implementing the spread. There are many variations of option spreading strategies; please contact the Options Clearing Corporation for a current Options Risk Disclosure Statement that discusses each of these strategies. C. Concentration Risks There is an inherent risk for clients who have their investment portfolios heavily weighted in one security, one industry or industry sector, one geographic location, one investment manager, one type of investment instrument (equities versus fixed income). Clients who have diversified portfolios, as a general rule, incur less volatility and therefore less fluctuation in portfolio value than those who have concentrated holdings. Concentrated holdings may offer the potential for higher gain, but also offer the potential for significant loss. Page 29  Item 9: Disciplinary Information Item 9: Disciplinary Information A. Criminal or Civil Actions There is nothing to report on this item. B. Administrative Enforcement Proceedings There is nothing to report on this item. C. Self-Regulatory Organization Enforcement Proceedings There is nothing to report on this item. Page 30  Item 10: Other Financial Industry Activities and Affiliations Item 10: Other Financial Industry Activities and Affiliations A. Broker-Dealer or Representative Registration Neither L&S nor its affiliates, employees, or independent contractors are registered broker- dealers and do not have an application to register pending. B. Futures or Commodity Registration Neither L&S nor its affiliates are registered as a commodity firm, futures commission merchant, commodity pool operator or commodity trading advisor and do not have an application to register pending. C. Material Relationships Maintained by this Advisory Business and Conflicts of Interest Licensed Insurance Agents and Affiliated Agency The firm is under common control with Legacy & Succession, LLC, which is a licensed insurance agency. In addition, a number of the firm’s supervised persons are licensed insurance agents and offer certain insurance products on a fully disclosed commissionable basis. A conflict of interest exists to the extent that the firm or its supervised persons recommend the purchase of insurance products where Legacy & Succession, LLC, or the firm’s supervised persons are entitled to insurance commissions or other additional compensation. Clients are not required to purchase insurance products through the firm or its affiliate and may utilize any insurance carrier or insurance agency they desire. Novus Capital Holdings, Inc. Madison Chaney serves on the board and has a small equity ownership interest in Novus Capital Holdings Inc., a bank holding company for Novus Bank. A conflict of interest exists to the extent that clients of Novus Bank may be referred to L&S for advisory services. D. Recommendation or Selection of Other Investment Advisors and Conflicts of Interest L&S may engage sub-advisers to manage all or a portion of the client's assets. L&S’s fees are separate and distinct from the sub-advisers it utilizes. L&S will always act in the best interests of the client, including when determining which sub-advisers to recommend and/or utilize for clients. Clients are under no obligation to use any third-party provider recommended by L&S and may use the provider of their choice. Page 31  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Description In accordance with the Advisers Act, L&S has adopted policies and procedures designed to detect and prevent insider trading. In addition, L&S has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of L&S's advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the chief compliance officer of L&S. L&S will send clients a copy of its Code of Ethics upon written request. L&S has policies and procedures in place to ensure that the interests of its clients are given preference over those of L&S, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. B. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest L&S does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, L&S does not recommend any securities to advisory clients in which it has some proprietary or ownership interest. C. Advisory Firm Purchase or Sale of Same Securities Recommended to Clients and Conflicts of Interest L&S, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it may purchase or sell the same securities as are purchased or sold for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is:  owned by the client, or  considered for purchase or sale for the client. Such conflict generally refers to the practice of front-running (trading ahead of the client), which L&S specifically prohibits. L&S has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: require our advisory representatives and employees to act in the client’s best interest   prohibit fraudulent conduct in connection with the trading of securities in a client account Page 32  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading  prohibit employees from personally benefitting by causing a client to act, or fail to act in making investment decisions  prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions  allocate investment opportunities in a fair and equitable manner  provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefitting at the expense of a client. Advisory representatives and employees must follow L&S’s procedures when purchasing or selling the same securities purchased or sold for the client. D. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest L&S, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it may effect securities transactions for their own accounts that differ from those recommended or effected for other L&S clients. L&S will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts. Trades executed the same day will likely be subject to an average pricing calculation. It is the policy of L&S to place the clients’ interests above those of L&S and its employees. Page 33  Item 12: Brokerage Practices Item 12: Brokerage Practices A. Factors Used to Select Broker-Dealers for Client Transactions Custodian Recommendations L&S may recommend that clients establish brokerage accounts with the Schwab Advisor Services division of Charles Schwab & Co., Inc., or AssetMark Trust Company (herein collectively referred to as “custodian”), a FINRA registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although L&S may recommend that clients establish accounts at the custodian, it is the client’s decision to custody assets with the custodian. L&S is independently owned and operated and not affiliated with custodian. For L&S- managed advisory accounts, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction- related or asset-based fees for securities trades that are executed through the custodian or that settle into custodian accounts. L&S considers the financial strength, reputation, operational efficiency, cost, execution capability, level of customer service, and related factors in recommending broker-dealers or custodians to advisory clients. In certain instances and subject to approval by L&S, L&S will recommend to clients certain other broker-dealers and/or custodians based on the needs of the individual client, and taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by L&S will be made by and in the sole discretion of the client. The client recognizes that broker- dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. How We Select Brokers/Custodians to Recommend L&S seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that provide the most value given a particular client’s needs when compared to other available providers and their services. We consider a wide range of factors, including, among others, the following:  combination of transaction execution services along with asset custody services (generally without a separate fee for custody)  capability to execute, clear, and settle trades (buy and sell securities for client accounts)  capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.)  breadth of investment products made available (stocks, bonds, mutual funds, exchange- traded funds (ETFs), etc.) Page 34  Item 12: Brokerage Practices  availability of investment research and tools that assist us in making investment decisions  quality of services  competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them reputation, financial strength, and stability of the provider their prior service to us and our other clients    availability of other products and services that benefit us, as discussed below Client’s Custody and Brokerage Costs For client accounts that the firm maintains, the custodian generally does not charge clients separately for custody services but is compensated by charging either transaction fees or custodian asset-based fees on trades that it executes or that settle into the custodian’s accounts. For some accounts, the custodian may charge a percentage of the dollar amount of assets in the account in lieu of commissions. The custodian’s commission rates and asset- based fees applicable to the firm’s client accounts were negotiated based on the firm’s commitment to maintain a certain minimum amount of client assets at the custodian. This commitment benefits the client because the overall commission rates and asset-based fees paid are lower than they would be if the firm had not made the commitment. In addition to commissions or asset-based fees, the custodian charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the firm has executed by a different broker- dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the client’s custodian account. These fees are in addition to the commissions or other compensation the client pays the executing broker-dealer. Because of this, in order to minimize the client’s trading costs, the firm has the custodian execute most trades for the account. Soft Dollar Arrangements L&S does not utilize soft dollar arrangements. L&S does not direct brokerage transactions to executing brokers for research and brokerage services. Institutional Trading and Custody Services The custodian provides L&S with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. The custodian’s brokerage services include the execution of securities transactions, custody, research, 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. Page 35  Item 12: Brokerage Practices Other Products and Services Custodian also makes available to L&S other products and services that benefit L&S but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of L&S's accounts, including accounts not maintained at custodian. The custodian may also make available to L&S software and other technology that  provide access to client account data (such as trade confirmations and account statements)  facilitate trade execution and allocate aggregated trade orders for multiple client accounts facilitate payment of L&S’s fees from its clients’ accounts  provide research, pricing and other market data   assist with back-office functions, recordkeeping and client reporting The custodian may also offer other services intended to help L&S manage and further develop its business enterprise. These services may include  compliance, legal and business consulting  publications and conferences on practice management and business succession  access to employee benefits providers, human capital consultants and insurance providers The custodian may also provide other benefits such as educational events or occasional business entertainment of L&S personnel. In evaluating whether to recommend that clients custody their assets at the custodian, L&S may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers, and not solely the nature, cost or quality of custody and brokerage services provided by the custodian, which creates a conflict of interest. Independent Third Parties The custodian may make available, arrange, and/or pay third-party vendors for the types of services rendered to L&S. The custodian may discount or waive fees it would otherwise charge for some of these services or all or a part of the fees of a third party providing these services to L&S. Additional Compensation Received from Custodians L&S may participate in institutional customer programs sponsored by broker-dealers or custodians. L&S may recommend these broker-dealers or custodians to clients for custody and brokerage services. There is no direct link between L&S’s participation in such programs and the investment advice it gives to its clients, although L&S receives economic benefits through its participation in the programs that are typically not available to retail investors. These benefits may include the following products and services (provided without cost or at a discount):  Receipt of duplicate client statements and confirmations Page 36  Item 12: Brokerage Practices  Research-related products and tools  Consulting services  Access to a trading desk serving L&S participants  Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts)  The ability to have advisory fees deducted directly from client accounts  Access to an electronic communications network for client order entry and account information  Access to mutual funds with no transaction fees and to certain institutional money managers  Discounts on compliance, marketing, research, technology, and practice management products or services provided to L&S by third-party vendors The custodian may also pay for business consulting and professional services received by L&S’s related persons, and may pay or reimburse expenses (including client transition expenses, travel, lodging, meals and entertainment expenses for L&S’s personnel to attend conferences). Some of the products and services made available by such custodian through its institutional customer programs may benefit L&S but may not benefit its client accounts. These products or services may assist L&S in managing and administering client accounts, including accounts not maintained at the custodian as applicable. Other services made available through the programs are intended to help L&S manage and further develop its business enterprise. The benefits received by L&S or its personnel through participation in these programs do not depend on the amount of brokerage transactions directed to the broker-dealer. L&S also participates in similar institutional advisor programs offered by other independent broker-dealers or trust companies, and its continued participation may require L&S to maintain a predetermined level of assets at such firms. In connection with its participation in such programs, L&S will typically receive benefits similar to those listed above, including research, payments for business consulting and professional services received by L&S’s related persons, and reimbursement of expenses (including travel, lodging, meals and entertainment expenses for L&S’s personnel to attend conferences sponsored by the broker-dealer or trust company). As part of its fiduciary duties to clients, L&S endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by L&S or its related persons in and of itself creates a conflict of interest and indirectly influences L&S’s recommendation of broker-dealers for custody and brokerage services. The Firm’s Interest in Custodian’s Services The availability of these services from the custodian benefits the firm because the firm does not have to produce or purchase them. The firm does not have to pay for the custodian’s services so long as a certain minimum of client assets is kept in accounts at the custodian. Custodian’s services give the firm an incentive to recommend that clients maintain their Page 37  Item 12: Brokerage Practices accounts with the custodian based on the firm’s interest in receiving the custodian’s services that benefit the firm’s business rather than based on the client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This is a conflict of interest. The firm believes, however, that the selection of the custodian as custodian and broker is in the best interest of clients. It is primarily supported by the scope, quality, and price of the custodian’s services and not the custodian’s services that benefit only the firm. Brokerage for Client Referrals L&S does not engage in the practice of directing brokerage commissions in exchange for the referral of advisory clients. Directed Brokerage L&S Recommendations L&S typically recommends Schwab as custodian for clients’ funds and securities and to execute securities transactions on its clients’ behalf. Client-Directed Brokerage Occasionally, clients may direct L&S to use a particular broker-dealer to execute portfolio transactions for their account or request that certain types of securities not be purchased for their account. Clients who designate the use of a particular broker-dealer should be aware that they will lose any possible advantage L&S derives from aggregating transactions. Such client trades are typically effected after the trades of clients who have not directed the use of a particular broker-dealer. L&S loses the ability to aggregate trades with other L&S advisory clients, potentially subjecting the client to inferior trade execution prices as well as higher commissions. B. Aggregating Securities Transactions for Client Accounts Best Execution L&S may recommend that clients establish brokerage accounts with Schwab or AssetMark to maintain custody of clients’ assets and to effect trades for their accounts. Such accounts will be prime broker eligible so that if and when the need arises to effect securities transactions at broker-dealers ("executing brokers") other than with the client’s current custodian, such custodian will accept delivery or deliver the applicable security from/to the executing broker. Custodians charge a “trade away” fee which is charged against the client account for each trade away occurrence. Other custodians have their own policies concerning prime broker accounts and trade away fees. Clients are directed to consult their current custodian for their policies and fees. L&S, pursuant to the terms of its investment advisory agreement with clients, has discretionary authority to determine which securities are to be bought and sold and the amount of such securities. L&S recognizes that the analysis of execution quality involves a number of factors, Page 38  Item 12: Brokerage Practices both qualitative and quantitative. L&S will follow a process in an attempt to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include but are not limited to the following:  The financial strength, reputation and stability of the broker  The efficiency with which the transaction is effected  The ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any)  The availability of the broker to stand ready to effect transactions of varying degrees of difficulty in the future  The efficiency of error resolution, clearance and settlement  Block trading and positioning capabilities  Performance measurement  Online access to computerized data regarding customer accounts  Availability, comprehensiveness, and frequency of brokerage and research services  Commission rates  The economic benefit to the client  Related matters involved in the receipt of brokerage services Consistent with its fiduciary responsibilities, L&S seeks to ensure that clients receive best execution with respect to clients’ transactions by blocking client trades to reduce commissions and transaction costs. To the best of L&S’s knowledge, these custodians provide high-quality execution, and L&S’s clients do not pay higher transaction costs in return for such execution. Commission rates and securities transaction fees charged to effect such transactions are established by the client’s independent custodian and/or broker-dealer. Based upon its own knowledge of the securities industry, L&S believes that such commission rates are competitive within the securities industry. Lower commissions or better execution may be able to be achieved elsewhere. Security Allocation Since L&S may be managing accounts with similar investment objectives, L&S may aggregate orders for securities for such accounts. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, is made by L&S in the manner it considers to be the most equitable and consistent with its fiduciary obligations to such accounts. L&S’s allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, taking into account the clients’ best interests. L&S will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. L&S’s advice to certain clients and entities and the action of L&S for those and other clients are frequently premised not only on the merits of a particular investment, but also on the suitability of that investment for the particular client in light of his or her applicable investment objective, Page 39  Item 12: Brokerage Practices guidelines and circumstances. Thus, any action of L&S with respect to a particular investment may, for a particular client, differ or be opposed to the recommendation, advice, or actions of L&S to or on behalf of other clients. Order Aggregation Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a pro rata portion of commissions. To minimize performance dispersion, “strategy” trades should be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if L&S believes that a larger size block trade would lead to best overall price for the security being transacted. Allocation of Trades All allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, taking into account all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs and previous allocations. In most cases, accounts will get a pro forma allocation based on the initial allocation. This policy also applies if an order is “over-filled.” L&S acts in accordance with its duty to seek best price and execution and will not continue any arrangements if L&S determines that such arrangements are no longer in the best interest of its clients. Trade Errors From time to time, L&S may make an error in submitting a trade order on the client’s behalf. When this occurs, L&S may place a correcting trade with the broker-dealer. If an investment gain results from the correcting trade, the gain will remain in client’s account unless the same error involved other client account(s) that should have received the gain, it is not permissible for client to retain the gain, or L&S confers with client and client decides to forego the gain (e.g., due to tax reasons). If the gain does not remain in client’s account and Schwab is the custodian, Schwab will donate the amount of any gain $100 and over to charity. If a loss occurs greater than $100, L&S will pay for the loss. Schwab will maintain the loss or gain (if such gain is not retained in client’s account) if it is under $100 to minimize and offset its administrative time and expense. Generally, if related trade errors result in both gains and losses in client’s account, they may be “netted.” Page 40  Item 13: Review of Accounts Item 13: Review of Accounts A. Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Accounts are reviewed by the L&S investment adviser representative servicing the client’s account. The frequency of reviews is determined based on the client’s investment objectives, but reviews are conducted no less frequently than annually. More frequent reviews may also be triggered by a change in the client’s investment objectives, tax considerations, large deposits or withdrawals, large purchases or sales, loss of confidence in the underlying investment, or changes in macro-economic climate. All investment advisory clients are encouraged to discuss their needs, goals and objectives with L&S on at least a quarterly basis and to keep the firm informed of any changes thereto. B. Review of Client Accounts on Non-Periodic Basis L&S may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how L&S formulates investment advice. C. Content of Client-Provided Reports and Frequency Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time- to-time or as otherwise requested, clients may also receive written or electronic reports from L&S and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from L&S or an outside service provider. The custodian’s statement is the official record of the client’s securities account and supersedes any statements or reports created on behalf of the client by L&S. Page 41  Item 14: Client Referrals and Other Compensation Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest L&S receives an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors that have their clients maintain accounts at Schwab. These products and services, how they benefit us, and the related conflicts of interest are described above in Item 12: Brokerage Practices. The availability of Schwab’s products and services to us is not based on our giving particular investment advice, such as buying particular securities for our clients. Please be advised that L&S has a contractual arrangement with Schwab whereby in order to further L&S’s investment advisory business, Schwab offers to pay L&S third-party vendor invoices under four general categories: Legal, Compliance, Technology & Research, and Marketing & Consulting. This economic arrangement creates a conflict of interest in that the receipt of such payments benefits L&S and not its clients, and is paid to the firm partially in consideration of L&S’s clients utilizing Schwab’s services. Although L&S strives to put its clients’ interests ahead of its own, the recommendation of Schwab may be viewed as being in L&S’s best interests as opposed to clients’ best interests. Your decision to engage Schwab and L&S should consider this conflict of interest along with Schwab’s services and fees. B. Advisory Firm Payments for Client Referrals L&S does not pay for client referrals . Page 42  Item 15: Custody Item 15: Custody L&S is considered to have custody of client assets for purposes of the Advisers Act for the following reasons:  The client authorizes us to instruct their custodian to deduct our advisory fees directly from the client’s account. The custodian maintains actual custody of clients’ assets.  Our authority to direct client requests, utilizing standing instructions, for wire transfer of funds for first-party money movement and third-party money movement (checks and/or journals, ACH, Fed-wires). The firm has elected to meet the SEC’s seven conditions to avoid the surprise custody exam, as outlined below: 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Individual advisory clients will receive at least quarterly account statements directly from their custodian containing a description of all activity, cash balances, and portfolio holdings in their accounts. Clients are urged to compare the account balance(s) shown on their account statements to the quarter-end balance(s) on their custodian's monthly statement. The custodian’s statement is the official record of the account. Page 43  Item 16: Investment Discretion Item 16: Investment Discretion Clients may grant a limited power of attorney to L&S with respect to trading activity in their accounts by signing the appropriate custodian limited power of attorney form. In those cases, L&S will exercise full discretion as to the nature and type of securities to be purchased and sold, the amount of securities for such transactions, the executing broker to be used, and the amount of commissions to be paid. Investment limitations may be designated by the client as outlined in the investment advisory agreement. In addition, subject to the terms of its investment advisory agreement, L&S may be granted discretionary authority for the retention of third-party investment managers. Investment limitations may be designated by the client as outlined in the investment advisory agreement. Please see the applicable third-party manager’s disclosure brochure for detailed information relating to discretionary authority. Page 44  Item 17: Voting Client Securities Item 17: Voting Client Securities L&S does not take discretion with respect to voting proxies on behalf of its clients. All proxy material will be forwarded to the client by the client’s custodian for the client’s review and action. Clients may contact the firm with questions regarding proxies they have received. L&S will endeavor to make recommendations to clients on voting proxies regarding shareholder vote, consent, election or similar actions solicited by, or with respect to, issuers of securities beneficially held as part of L&S supervised and/or managed assets. In no event will L&S take discretion with respect to voting proxies on behalf of its clients. Except as required by applicable law, L&S will not be obligated to render advice or take any action on behalf of clients with respect to assets presently or formerly held in their accounts that become the subject of any legal proceedings, including bankruptcies. From time to time, securities held in the accounts of clients will be the subject of class action lawsuits. L&S has no obligation to determine if securities held by the client are subject to a pending or resolved class action lawsuit. L&S also has no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, L&S has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Where L&S receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, it will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner. Page 45  Item 18: Financial Information Item 18: Financial Information A. Balance Sheet L&S does not require the prepayment of fees of $1200 or more, six months or more in advance, and as such is not required to file a balance sheet. B. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients L&S does not have any financial issues that would impair its ability to provide services to clients. C. Bankruptcy Petitions During the Past Ten Years The firm has not been the subject of a bankruptcy petition at any time during the past ten years. Page 46