Madden Advisory Services, Inc.

Madden Advisory Services, Inc. 5200 Belfort Road, Suite 410 Jacksonville, FL 32256 Tel.: (904) 296-1127 Fax: (904) 296-1135 www.maddenadvisory.com March 31, 2026 FORM ADV PART 2A BROCHURE This brochure provides information about the qualifications and business practices of Madden Advisory Services, Inc. If you have any questions about the contents of this brochure, please contact us at (904) 296- 1127. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Madden Advisory Services, Inc is also available on the SEC's website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Madden Advisory Services, Inc. is 112607. Madden Advisory Services, Inc is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Material Changes As a registered investment adviser, we must ensure that our brochure is current and accurate and makes full disclosure of all material facts relating to the advisory relationship. If there have been any material changes to our business or advisory practices since our last annual update, we will provide a description of such material changes here. Pursuant to federal securities 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 fiscal year. Since our last annual updating amendment dated March 5, 2025, we have no material changes. 2  Item 3 Table Of Contents Item 1 Cover Page Item 2 Material Changes Item 3 Table Of Contents Item 4 Advisory Business Item 5 Fees and Compensation Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Types of Clients Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information Item 19 Requirements for State Registered Investment Advisers Item 20 Additional Information Page 1 Page 2 Page 3 Page 4 Page 6 Page 9 Page 9 Page 9 Page 12 Page 12 Page 12 Page 13 Page 14 Page 14 Page 14 Page 15 Page 15 Page 15 Page 15 Page 15 3  Item 4 Advisory Business Madden Advisory Services, Inc. ("Madden Advisory Services," "we," "our," or "us") is a registered investment adviser based in Jacksonville, Florida. We are organized as a corporation under the laws of the State of Florida and have been providing investment advisory services since 1998. Michael L. Ellis, our Chief Executive Officer, President, and Chief Compliance Officer, is our principal owner. We are an independent financial adviser providing wealth management services that incorporate financial planning, investment portfolio management, and other aggregated financial services tailored to each client's individual needs. Types of Advisory Services We currently offer the following investment advisory services: Investment Management Services, including: • Financial Planning and Consulting Services • • Pension Consulting Services • F.O.C.U.S. Wealth Management • SAIL Asset Management The following summary describes our advisory services. More detailed information regarding the scope, methodology, and fees for each service is provided in Item 5 and throughout this brochure. As used in this brochure: • • • "We," "our," "us" refer to Madden Advisory Services, Inc. "You" and "your" refer to clients or prospective clients. "Associated Person(s)" refers to our firm's officers, employees, and any individuals providing investment advice on our behalf. Financial Planning and Consulting Services Our financial planning and consulting services are advisory in nature and are designed for clients who prefer to manage the implementation of their investments independently but desire professional planning expertise and guidance. These services do not include investment management or trade execution on your behalf. This planning process typically includes an initial consultation and additional meetings as necessary to gather information about your financial circumstances and objectives. After analyzing this information, we prepare and present a financial plan designed to help you achieve your stated goals. Financial plans reflect your financial situation and the information you provide at the time the plan is prepared. Certain assumptions, such as inflation, interest rates, and historical market performance, may be used, and past performance does not guarantee future results. We cannot guarantee that your financial goals will be achieved. You must promptly notify us of any changes to your financial situation, goals, or needs. Our financial planning services may address one or more of the following areas, depending on your circumstances: • Cash flow analysis and planning Insurance and risk management • • Retirement planning • Portfolio analysis and investment planning • Education funding strategies • Estate planning considerations • Charitable giving strategies We also offer limited-scope or modular planning as well as general consulting services for clients seeking advice on only one aspect of their financial situation. These engagements may involve non-securities advice. 4  Investment Management Services We provide discretionary asset management services through the following programs: F.O.C.U.S. Wealth Management – Custom Portfolio Management and Financial Planning We provide custom portfolio management and individualized financial planning services tailored to your needs and investment objectives. Financial planning services are included as part of the F.O.C.U.S. advisory fee. Based on suitability information you provide, we design or select an investment strategy and manage your account on a discretionary basis. We may buy or sell securities without prior approval, consistent with your written guidelines. We provide continuous supervision, monitoring, rebalancing, and restructuring as needed. A tiered asset-based fee schedule applies; see Item 5 for details. A typical minimum of $250,000 is required, though household aggregation may be permitted for fee or minimum purposes. SAIL Asset Management – Model Portfolio Management The SAIL program is an automated rebalancing investment management platform. We construct and manage models consisting of ETFs and mutual funds for the SAIL program using an open architecture approach. We review your investor profile, select an appropriate model investment strategy, and manage your account on a discretionary basis. We monitor and adjust your portfolio on an ongoing basis without requiring prior approval for each transaction. SAIL portfolios are managed to a model strategy and are not individually customized. Individualized financial planning is not included. The SAIL program is designed intentionally as a lower-cost investment management solution for clients whose primary need is disciplined, professionally managed portfolio exposure. If you desire custom portfolio management and/or individualized financial planning, see Financial Planning and Consulting above or consider F.O.C.U.S. Wealth Management. An annual asset-based advisory fee applies; see Item 5 for details. The minimum to qualify for the program is $25,000, with a $5,000 minimum per account. Pension Consulting Services We provide consulting services to employee benefit plans, plan sponsors, and fiduciaries based on the needs of the plan. Services may include: • Plan reviews Investment policy statements • • Fund selection and monitoring • Performance reporting • Risk management education • Assistance with third-party administrator coordination • Participant education (general, non-personalized advice) Individual participants may separately engage us for personalized planning under a separate agreement. Fees for pension consulting vary by engagement and may be hourly, flat, asset-based, or a combination. Terms of payment and refund policies are clearly stated in each agreement. We do not receive additional compensation beyond the agreed-upon consulting fees. Types of Investments We provide advice on a broad range of securities, including: • Equity securities • Warrants • Corporate and municipal bonds • Commercial paper • Certificates of deposit • Mutual funds • Exchange-traded funds (ETFs) • U.S. Government securities 5  • Real-estate related partnership interests We may advise on any investment we deem appropriate based on your objectives and may provide advice on existing holdings at the start of our engagement. You may impose reasonable investment restrictions by providing them to us in writing. Fiduciary Status for Retirement and Non-Retirement Accounts We act as a fiduciary under the Investment Advisers Act of 1940 when we provide investment advice on non-retirement accounts, retirement accounts, and rollover assets. As fiduciaries, we: • Base recommendations on prudent analysis • Provide due care tailored to your needs • Act in your best interest • Seek best execution • Act with loyalty, honesty, and fairness IRA Rollover Recommendations (PTE 2020-02) For rollover advice, we also act as fiduciaries under ERISA and the Internal Revenue Code, where applicable. Our compensation may create conflicts; therefore, we operate under a special rule requiring us to: • Provide prudent advice • Provide loyal advice that does not place our interests ahead of yours • Avoid misleading statements • Follow policies designed to ensure advice is in your best interest • Charge no more than is reasonable • Disclose conflicts of interest Assets Under Management As of December 31, 2025, we provide continuous management services for $291,665,578 in client assets on a discretionary basis. Item 5 Fees and Compensation Financial Planning and Consulting Services – Fees Scope & Process. Financial planning typically involves advisory services based on an analysis of your individual needs, following an initial consultation and any necessary follow-up meetings to gather pertinent financial information. We then present a written plan designed to help you meet your goals and objectives. Plans reflect your situation at the time presented and rely on information you provide. Assumptions may include interest and inflation rates and past market trends; past performance is not indicative of future results, and we cannot guarantee achievement of your goals. You must promptly notify us if your situation or objectives change. Fee Structure. • Hourly / Fixed / Ongoing: Our fee is generally based on the estimated hours to complete the plan. Hourly rates are set by the adviser and typically range from $200 to $400. The type of fee (fixed, hourly, or ongoing), total time/cost, and payment terms vary by engagement complexity and circumstances. • Modular / One-topic engagements: For limited-scope requests (including non-securities topics), we may provide modular planning or consulting addressing only specific areas. For hourly consulting where no plan is presented, a non-negotiable hourly fee of $200 is typically payable upon completion. • Estimates, Billing & Prepayment: We typically provide an estimated total time/cost at the start of the relationship. You are typically required to pay the entire estimated fee in advance. Other payment terms may be agreed upon in the services agreement. If actual time/cost will exceed the estimate, we will notify you and may request your approval; any additional fee will be billed at the stated hourly rate upon completion. Interim payments may be requested for lengthy engagements. • Refunds & Termination: Either party may terminate on written notice. If a deposit was collected, we will issue a pro rata refund for unearned fees; conversely, you may incur a pro rata charge for bona fide services rendered prior to termination. 6  Typical Topics Covered (as applicable to your needs). Cash flow; insurance/risk; retirement; portfolio/investment planning (including asset allocation and tax implications); education funding; estate considerations; and charitable giving. Each topic may include identification and evaluation of tax consequences and implications. Investment Management Services – Fees We offer discretionary asset management through the programs below. We use suitability information you provide to select or design strategies aligned with your objectives, risk tolerance, and time horizon. Subject to any written guidelines you provide, we are granted discretion to determine securities to buy/sell and amounts, and we provide ongoing supervision, rebalancing, and/or restructuring as conditions warrant. 1) F.O.C.U.S. Wealth Management – Custom Portfolio Management and Financial Planning Annualized Advisory Fee Schedule (negotiable): • $500,000 and under: 2.00% • $500,001 to $750,000: 1.50% • $750,001 to $1,000,000: 1.25% • Over $1,000,000: 1.00% Included Services. Individualized financial planning services are included as part of the F.O.C.U.S. advisory fee at no additional charge. Minimums & Household Grouping. We typically require $250,000 to participate; in our discretion, we may aggregate related household accounts (e.g., minor children, spouses, related accounts) for fee-breakpoint and/or minimum purposes. Termination & Refunds. Either party may terminate on written notice. Fees are pro-rated for the quarter of cancellation and any unearned, pre-paid fees are refunded. SAIL Asset Management- Model Portfolio Management SAIL is a lower-cost, model-based investment management program. Portfolios are not individually customized and individualized financial planning is not included. For custom portfolio management and/or financial planning, see F.O.C.U.S. Wealth Management above. • Annual Advisory Fee: 0.50% of assets under management • Annual Minimum: $500 • Billing: Quarterly in advance The minimum to qualify for the SAIL program is $25,000, with a $5,000 minimum per account. Termination & Refunds. Either party may terminate on written notice. Fees are pro-rated for the quarter of cancellation and any unearned, pre-paid fees are refunded. Billing and Payment Terms for F.O.C.U.S. and SAIL Fees for both programs are billed quarterly in advance, based on the account market value on the 5th business day prior to the end of the quarter. Fees are pro-rated if the agreement is executed other than the first day of a calendar quarter. • Direct Debiting of Fees. With your written authorization, the qualified custodian holding your assets will deduct advisory fees from your account. We have no access to client funds for fee payment without your written consent. • Custodian Statements. The qualified custodian will deliver account statements at least quarterly showing all disbursements (including advisory fees). You are encouraged to review statements for accuracy. We receive duplicate or electronic access to these statements. 7  Pension Consulting Services – Fees We may provide pension consulting to employee benefit plans, plan sponsors, and fiduciaries (collectively, the "Sponsor"). Services may include plan reviews; investment policy statements; fund selection and monitoring; risk education; assistance with third-party administrator relationships and enrollments; and participant education (general, impersonal advice). If engaged to advise participants individually, such advice is limited to general retirement planning, fund selection, and asset allocation of plan assets. Participants who desire individualized services outside the plan may execute a separate agreement with separate fees. Fees & Terms. Negotiated case-by-case with each Sponsor and may be hourly, flat, asset-based, or a combination, depending on plan complexity and the agreement. We do not have access to plan funds for fee payment without written consent. Payment terms, termination, and any refunds will be clearly set forth in the agreement. We do not receive additional compensation beyond consulting fees for pension consulting. ERISA & Termination. Accounts are regulated under ERISA. The Sponsor makes the ultimate decision to retain us and may seek independent advice. Either party may terminate on written notice; the Sponsor may incur charges for services provided prior to termination, and any unearned fees will be refunded pro rata, if applicable. Types of Investments We offer advice on (without limitation) equity securities, warrants, corporate debt, commercial paper, certificates of deposit, municipal securities, mutual funds, exchange-traded funds, U.S. government securities, and interests in partnerships investing in real estate. We may also provide advice on any securities held at the outset of our relationship. Upon your written request, we will honor reasonable investment restrictions (e.g., excluding certain issuers or security types). Non-Retirement and Retirement Account Advice; IRA Rollovers When we provide investment advice on non-retirement, non-rollover retirement, and rollover retirement assets, we act as fiduciaries under the Investment Advisers Act of 1940 and applicable SEC rules. In doing so, your adviser should: • Have a prudent, reasonable basis for advice; • Exercise due care and tailor advice to your needs, goals, objectives, and circumstances; • Act with a duty of loyalty in your best interest; • Act in good faith with honesty and fairness; and • Seek best execution when implementing transactions. IRA Rollover Recommendations & PTE 2020-02. Effective December 20, 2021 (or such later date as DOL Field Assistance Bulletin 2018-02 ceases to be in effect), when we provide investment advice regarding retirement plan accounts or IRAs, we are fiduciaries under ERISA and/or the Internal Revenue Code, as applicable. Our compensation structure creates potential conflicts with your interests; therefore, we operate under a special rule requiring us to: • Provide prudent advice; • Provide loyal advice and not put our interests ahead of yours; • Avoid misleading statements about conflicts, fees, and investments; • Follow policies and procedures designed to ensure we give best-interest advice; • Charge no more than is reasonable for our services; and • Provide basic information about conflicts of interest. Important Fee Notes • Negotiability. Fees noted above may be negotiable. • Service Inclusions. SAIL is a lower-cost, model-based investment management program; portfolios are not individually customized and individualized financial planning is not included. F.O.C.U.S. Wealth Management includes custom portfolio management and individualized financial planning as part of its advisory fee. • Client Responsibility to Update. Fees and service selection rely on accurate, current information; 8  please notify us promptly of material changes in your circumstances. Additional Fees and Expenses As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices, please refer to the "Brokerage Practices" section of this brochure. Item 6 Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Our fees are calculated as described in the Advisory Business section above, and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Item 7 Types of Clients We offer investment advisory services to individuals, pension and profit sharing plans, trusts, estates, charitable organizations, corporations, and other business entities. F.O.C.U.S. Wealth Management In general, we require a minimum of $250,000 to participate in our F.O.C.U.S. Wealth Management Program. At our discretion, we may waive or lower this minimum account size. We will also combine "household" account values for you and your minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. SAIL Asset Management Most account types are eligible for participation in the SAIL Asset Management Program, including individual accounts, joint accounts, IRAs, Roth IRAs, SEP IRAs, SIMPLE IRAs, trusts, corporate accounts, and other brokerage accounts. Health Savings Accounts (HSAs) and PCRA subaccounts are not eligible for the Program. The minimum to qualify for the Program is $25,000, with a $5,000 minimum per account. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. Methods of Analysis: We may use one or more of the following methods of analysis when providing investment advice to you: 9  • Charting Analysis - involves the gathering and processing of price and volume information for a particular security. This price and volume information is analyzed using mathematical equations. The resulting data is then applied to graphing charts, which is used to predict future price movements based on price patterns and trends. • Fundamental Analysis - involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company's industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. • Technical Analysis - involves studying past price patterns and trends in the financial markets to predict the direction of both the overall market and specific stocks. • Cyclical Analysis - a type of technical analysis that involves evaluating recurring price patterns and trends. • Modern Portfolio Theory (MPT) is a theory of investment which attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, by carefully diversifying the proportions of various assets. Associated Risks Charting and Technical Analysis - The risk of market timing based on technical analysis is that charts may not accurately predict future price movements. Current prices of securities may reflect all information known about the security and day to day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Also, our risk analysis may over or under estimate a potential risk or the potential risk may not be correlated or is more correlated than assessed in the analysis. Additionally, some risks may occur unexpectedly, may not occur, have an unanticipated impact, or have an opposite impact than was accounted for in our initial risk analysis. Many other forms of risk occur randomly and cannot be accurately predicted or fully quantified. Fundamental Analysis - The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Cyclical Analysis - Economic/business cycles may not be predictable and may have many fluctuations between long term expansions and contractions. The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Investment Strategies: We may use one or more of the following investment strategies when formulating investment advice: • Long Term Purchases - securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. • Short Term Purchases - securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short- term price fluctuations. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you continuously consult with a tax professional prior to and throughout the investing of your assets. 10  Moreover, as a result of revised IRS regulations, custodians and broker-dealers will begin reporting to the IRS, the cost basis of equities acquired on or after January 1, 2011. Our firm will either instruct the custodian to use the first-in, first- out "FIFO" accounting method for calculating and reporting the cost basis of your equity investments or the custodian will default to the FIFO method where no instruction is given. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, please provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Recommendation of Particular Types of Securities Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. We primarily recommend mutual funds and exchange traded funds ("ETFs"). You should be advised of the following risks when investing in these types of securities: Mutual Fund Risks Mutual funds are professionally managed collective investment companies that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual or exchange traded funds, other securities or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. Other fund risks include foreign securities and currency risk, emerging markets risk, small-cap, mid-cap and large-cap risk, trading risk, and turnover risk that can increase fund expenses and may decrease fund performance. Brokerage and transactions costs incurred by the fund will reduce returns. ETF Risks ETFs in which we may invest or recommend involve certain inherent risks generally associated with investments in a portfolio of securities, including the risk that the general level of security prices may decline, thereby adversely affecting the value of each unit of the ETF. Moreover, an ETF may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of securities held. ETFs have their own fees and expenses as set forth in the ETF prospectuses. ETFs may have exposure to derivative instruments, such as futures contracts, forward contracts, options, and swaps. There is a risk that a derivative may not perform as expected. The main risk with derivatives is that some types can amplify a gain or loss, potentially earning or losing substantially more money than the actual cost of the derivative, or that the counterparty may fail to honor its contract terms, causing a loss for the ETF. Use of these instruments may also involve certain costs and risks such as liquidity risk, interest rate risk, market risk, credit risk, management risk, and the risk that an ETF could not close out a position when it would be most advantageous to do so. 11  Item 9 Disciplinary Information Neither our firm nor any of our management persons have any material legal or disciplinary information that is reportable in this brochure. Item 10 Other Financial Industry Activities and Affiliations We have not provided information on other financial industry activities and affiliations because we do not have any relationship or arrangement that is material to our advisory business or to our clients with any of the types of entities listed below. 1. broker-dealer, municipal securities dealer, or government securities dealer or broker. 2. investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or "hedge fund," and offshore fund). 3. other investment adviser or financial planner. 4. futures commission merchant, commodity pool operator, or commodity trading advisor. 5. banking or thrift institution. 6. accountant or accounting firm. 7. lawyer or law firm. 8. insurance company or agency. 9. pension consultant. 10.real estate broker or dealer. 11.sponsor or syndicator of limited partnerships. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our Associated Persons. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Associated Persons are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that certain persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions We do not have any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. 12  Personal Trading Practices Our firm or persons associated with our firm may buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To eliminate this conflict of interest, it is our policy that neither our Associated Persons nor we shall have priority over your account in the purchase or sale of securities. Item 12 Brokerage Practices For both F.O.C.U.S. Wealth Management accounts and SAIL Asset Management Accounts, we recommend the brokerage and custodial services of the Charles Schwab & Co., Inc. ("CS&Co") a securities broker-dealer and a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). We believe that CS&Co provides quality execution services for you at competitive prices. Price is not the sole factor we consider in evaluating best execution. We also consider the quality of the brokerage services provided by Schwab Institutional, including the value of research provided, the firm's reputation and financial stability, execution capabilities, commission rates, and responsiveness to our clients and our firm. Schwab Advisor Services (formerly called Schwab Institutional) is Schwab's business serving independent investment advisory firms like us. Through Schwab Advisor Services, CS&Co provides us and our clients, both those enrolled in the SIP Program and our clients not enrolled in the SIP Program, with access to its institutional brokerage services – trading, custody, reporting and related services – many of which are not typically available to CS&Co retail customers. CS&Co also makes available various support services. The availability to us of CS&Co's products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. CS&Co's institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. CS&Co's services described in this paragraph generally benefit the client and the client's account. CS&Co also makes available to us other products and services that benefit us but may not directly benefit the client or its account. These products and services assist us in managing and administering our clients' accounts. They include investment research, both Schwab's own and that of third parties. We may use this research to service all or some substantial number of our clients' accounts, including accounts not maintained at CS&Co. In addition to investment research, CS&Co also makes available software and other technology that: facilitate trade execution and allocate aggregated trade orders for multiple client accounts; facilitate payment of our fees from our clients' accounts; and • provide access to client account data (such as duplicate trade confirmations and account statements); • • provide pricing and other market data; • • assist with back-office functions, recordkeeping and client reporting. CS&Co also offers other services intended to help us manage and further develop our business enterprise. The availability of the foregoing products and services is not contingent upon us committing to CS&Co any specific amount of business (assets in custody or trading). At this time, we do not receive client referrals from broker-dealers. Block Trades We typically combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as "block trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is 13  typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion regarding factual and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. Mutual Fund Share Classes Mutual funds are sold with different share classes, which carry different cost structures. Each available share class is described in the mutual fund's prospectus. When we purchase, or recommend the purchase of, mutual funds for a client, we select the share class that is deemed to be in the client's best interest, taking into consideration the availability of advisory, institutional or retirement plan share classes, initial and ongoing share class costs, transaction costs (if any), tax implications, cost basis and other factors. We also review the mutual funds held in accounts that come under our management to determine whether a more beneficial share class is available, considering cost, tax implications, and the impact of contingent or deferred sales charges. Item 13 Review of Accounts Your assigned investment advisor representative will be responsible for his/her own clients and will monitor your account(s) to ensure the advisory services provided to you are consistent with your investment needs and objectives. You will receive monthly and/or quarterly reports from the custodian holding your funds and securities and have electronic access to the same. F.O.C.U.S. Wealth Management We recommend a Client meeting and formal account review at least quarterly, and a reminder postcard will be sent out to you to in order to schedule a meeting. All reviews are subject to oversight by the Chief Compliance Officer or designee. You are encouraged to contact us with any questions, or if changes in your financial situation or investment guidelines occur. If you are unable to meet with your investment advisor representative, a copy of an annual performance report will be mailed to you. Triggering factors that may stimulate additional reviews include, but are not limited to, significant market corrections, large deposits or withdrawals from an account, and your request for an additional review. SAIL Asset Management A formal account review will be conducted annually, and your performance report will be delivered. Item 14 Client Referrals and Other Compensation We do not receive any compensation from any third party in connection with providing investment advice to you, nor do we compensate any individual or firm for client referrals. We receive an economic benefit from Schwab in the form of the support products and services it makes available to us. These products and services, how they benefit us, and the related conflicts of interest are described above under Item 12 Brokerage Practices. Item 15 Custody Provided we receive your written authorization, we will instruct your account custodian to directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, 14  qualified custodian. You will receive account statements from the independent qualified custodian(s) holding your funds and securities at least quarterly, unless you select a different frequency. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. If you did not receive a statement from your custodian, please contact us directly at the telephone number on the cover page of this brochure. Item 16 Investment Discretion You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement, a power of attorney, and/or trading authorization forms. You may specify investment objectives, guidelines, and/or impose certain conditions or investment parameters for your account(s). For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specific industry or security. Please refer to the "Advisory Business" section in this brochure for more information on our discretionary management services. Item 17 Voting Client Securities We will not vote proxies on behalf of your advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of common stock or mutual funds, you are responsible for exercising your right to vote as a shareholder. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward any electronic solicitation to vote proxies. Item 18 Financial Information Our firm does not have any financial condition or impairment that would prevent us from meeting our commitments to you. Further, we are not required to provide a financial statement, because we do not require the payment of fees six or more months in advance and in excess of $1,200, nor do we serve as custodian or trustee of client funds or securities. Item 19 Requirements for State Registered Investment Advisers We are a federally registered investment adviser; therefore, we are not required to respond to this item. Item 20 Additional Information Your Privacy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any non-affiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. 15  We restrict internal access to nonpublic personal information about you to employees, who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact our main office at the telephone number on the cover page of this brochure if you have any questions regarding this policy. Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. When this occurs, we may place a correcting trade with the broker-dealer which has custody of your account. If an investment gain results from the correcting trade, the gain will remain in your account unless: the same error involved other client account(s) that should have received the gain; it is not permissible for you to retain the gain; or we confer with you and you decide to forego the gain (e.g., due to tax reasons). If the gain does not remain in your account and Charles Schwab & Co. Inc. ("Schwab") is the custodian, Schwab will donate the amount of any gain $100 and over to charity. If a loss occurs greater than $100, we will pay for the loss. Schwab will maintain the loss or gain (if such gain is not retained in your 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 your account, they may be netted. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. IRA Rollover Considerations As part of our investment advisory services to you, we may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because persons providing investment advice on our behalf have an incentive to recommend a rollover to you for the purpose of generating fee based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of: 1. Leaving the funds in your employer's (former employer's) plan. 2. Moving the funds to a new employer's retirement plan. 3. Cashing out and taking a taxable distribution from the plan. 4. Rolling the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage, here are a few points we will help you to consider before you do so: 16  1. Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments. a. Employer retirement plans generally have a more limited investment menu than IRAs and may not have or allow investment options available to IRAs such as exchange-traded funds, private investments, closed-end funds, most individual securities, or lifetime-income options. b. Employer retirement plans may have investment options not available to the public such as such as employer securities if the employer is not publicly traded, certain cash alternatives, or mutual funds no longer open to the public. 2. Your current plan may have higher or lower total fees than our fees and needs to be assessed. a. If you are interested in investing only in mutual funds, you should understand the fees and cost structure of the share classes available in your employer's retirement plan and how the fees and costs of those share classes compare with those available in an IRA. b. Other investment options, such as exchange-traded funds or other substantially similar investments to the mutual funds available in your plan, may have lower or no fees and costs. c. You should understand the various investments, products, and services you might take advantage of at an IRA provider and the potential costs of those investments, products, and services. 3. Our strategy may have a higher or lower risk than the option(s) provided to or selected by you in your plan. Risk and return are generally closely related and need to be evaluated and matched to your needs and risk tolerance. 4. Your current plan may also offer financial advice. It is essential to evaluate your current plan's costs and services and compare them to our costs and services. 5. If you are still working and keep your assets titled in an active 401k or other company sponsored retirement account, you could potentially delay your required minimum distribution beyond age 73. 6. Your 401k may offer more liability protection than a rollover IRA; each state may vary; (example: Florida law generally protects IRAs and 401(k)s equally, per Section 222.21 of the Florida Code). a. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. b. However, there can be some exceptions to the general rules so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. 7. If you are still working, you may be able to take out a loan on your 401k, but not from an IRA. Additionally, if you have a 401(k) loan and choose to rollover to an IRA, the outstanding loan balance will be treated as a distribution. 8. IRA assets can be accessed any time, while 401(k) or other company-sponsored retirement accounts generally only allow distributions under financial hardships or in retirement. a. Distributions from any pre-tax retirement account, and in certain conditions, portions of after-tax or Roth retirement accounts, are subject to ordinary income tax; however, only company-sponsored retirement plans forcibly withhold 20% for Federal Tax. b. Early withdrawals or distributions before reaching the age of 59 ½ may also be subject to a 10% early distribution penalty unless meeting an exception. For IRAs, exceptions include disability, medical expenses above 10% of AGI, health insurance premiums while unemployed, higher education expenses, first-time home purchases, or substantially equal payments (rule 72t). For 401(k)s and other company-sponsored retirement accounts, exceptions include disability, medical expenses above 10% of AGI, Qualified Domestic Relations Orders, substantially equal payments (rule 72t), or separation from service at 55. 9. If you own company stock in your plan, you may be able to reduce total taxes on those shares. This can be done by: a. Liquidating and lump-sum paying out your entire 401(k) or other company-sponsored retirement plan within one year (potentially a very large taxable event with only a lower rate on the shares); or by b. Rolling over your plan to an IRA (not taxable) and moving the company shares from your plan to a non-retirement account (only partially taxable at a lower rate). 17  c. This is a complex topic and should be carefully evaluated and discussed before making a decision. 10.Seldomly your plan may allow you to hire us as the manager and keep the assets titled in the plan name. There are two general scenarios where this is possible: a. Your plan hires us as an Investment Advisor for the plan and, as part of the contract, to provide financial advice to participants at their request. b. Your plan uses a custodian that allows you to appoint us as your investment advisor with a Retirement Brokerage Account (example: Charles Schwab Personal Choice Retirement Accounts (PCRA)). It is important that you understand the differences between these types of accounts and to decide whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment adviser representative, or call our main number as listed on the cover page of this brochure. 18