MATERETSKY FINANCIAL GROUP

Item 1 Cover Page MATERETSKY FINANCIAL GROUP ADV Part 2A Dated: March 19, 2026 Contact: Ira Materetsky, Chief Compliance Officer Principal Office: 2240 Woolbright Road, Suite 354 Boynton Beach, Florida New York Office: 200 Broadhollow Road, Suite 207 Melville, New York 11747 This brochure provides information about the qualifications and business practices of Materetsky Financial Group, Inc. (dba Materetsky Financial Group) (“Registrant”). If you have any questions about the contents of this brochure, please contact us at 561-735-9227. 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. information about Registrant also is available on the SEC’s website at Additional www.adviserinfo.sec.gov. References herein to Registrant as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  Item 2 Material Changes Since its Annual Amendment filing on March 18, 2025, there have been no material changes to this Disclosure Brochure. The Firm has made disclosure changes, enhancements and additions at Items 4 and 14. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions regarding the above or any other issue pertaining to this Brochure. Item 3 Table of Contents Item 1 Cover Page .................................................................................................................................... 1 Item 2 Material Changes .......................................................................................................................... 2 Table of Contents .......................................................................................................................... 2 Item 3 Item 4 Advisory Business ........................................................................................................................ 3 Fees and Compensation .............................................................................................................. 11 Item 5 Item 6 Performance-Based Fees and Side-by-Side Management .......................................................... 13 Types of Clients .......................................................................................................................... 14 Item 7 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 14 Item 9 Disciplinary Information ............................................................................................................ 17 Item 10 Other Financial Industry Activities and Affiliations .................................................................. 17 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.............. 18 Item 12 Brokerage Practices .................................................................................................................... 19 Item 13 Review of Accounts .................................................................................................................... 21 Item 14 Client Referrals and Other Compensation .................................................................................. 21 Item 15 Custody ....................................................................................................................................... 22 Item 16 Investment Discretion ................................................................................................................. 22 Item 17 Voting Client Securities .............................................................................................................. 22 Item 18 Financial Information ................................................................................................................. 23 2  Item 4 Advisory Business A. Materetsky Financial Group, Inc. d/b/a Materetsky Financial Group (hereinafter referred to as “Registrant,” “we,” or “us”) is a registered investment adviser based in Boynton Beach, Florida and Melville, New York. We are organized as a corporation under the laws of the State of Florida. We have been providing investment advisory services since April 2018. We are soley owned by Ira S. Materetsky. B. As discussed below, the Registrant only offers to its clients (individuals, high net worth individuals, retirement plans, and charitable organizations) investment advisory services on a non-discretionary wrap fee basis and, to the extent specifically requested by a client, financial planning and related consulting services. Registrant also provides retirement plan consulting services, for no additional fee, to qualified retirement plans and their participants. MATERETSKY FINANCIAL WRAP FEE PROGRAM The Registrant provides investment management services on a wrap fee basis in accordance with the Registrant’s investment management wrap fee program (the “Program”) The services offered under, and the corresponding terms and conditions pertaining to, the Program are discussed in the Wrap Fee Program Brochure a copy of which is presented to all prospective and existing Program participants in accordance with the disclosure requirements of Part 2A Appendix 1 of Form ADV. Under the Program, the Registrant is able to offer participants non-discretionary investment management services, for a single specified annual Program fee, inclusive of trade execution (excluding mark- ups and mark-downs), custody, reporting, and investment management fees. All prospective Program participants should read both the Registrant’s Brochure and the Wrap Fee Program Brochure, and ask any corresponding questions that they may have, prior to participation in the Program. Pershing, LLC (“Pershing”) and Charles Schwab & Co., Inc. (“Schwab”) serve as the custodians for Program accounts (see disclosure at Item 12 below). FINANCIAL PLANNING AND CONSULTING SERVICES To the extent specifically requested by a client, the Registrant generally provides financial planning and/or consulting services (including investment and non-investment related matters, including, e.g., estate planning, insurance planning, etc.) inclusive of the Program fee. Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with Registrant. Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s Program fee, as set forth at Item 5 below, will remain the same whether or not the client determines to address financial planning issues with Registrant. Please Note: The Registrant does not serve as an attorney or accountant, and no portion of our services should be construed as legal or accounting services. Accordingly, we do not prepare estate planning documents or tax returns. If requested by the client, Registrant may recommend the services of other professionals for implementation purposes, including the services of the Registrant’s representatives, in their individual capacities, as registered representatives of Private Client Services (“PCS”) or as licensed insurance agents. (See disclosure below at Item 5 and 10C, including corresponding conflict of interest). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such 3  implementation decisions and is free to accept or reject any recommendation from the Registrant. Moreover, it remains the client’s responsibility to promptly notify the Registrant if there is ever any change in the client’s financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Please Note: If the client engages any professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. RETIREMENT PLAN CONSULTING 1. Participant Directed Retirement Plans. Registrant may also provide investment advisory and consulting services to participant directed retirement plans pursuant to the terms and conditions of a Retirement Plan Services Agreement between Registrant and the Plan which will include any compensation to be paid to the Registrant. For such engagements, Registrant shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by Registrant), and, to the extent engaged to do so, may also provide corresponding education to assist the participants with their decision-making process. Personalized investment advice will not be provided to Plan participants regarding their plan assets. 2. Client Retirement Plan Assets. If requested to do so, Registrant shall provide investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, Registrant shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the 401(k) platform. Registrant’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. Registrant will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify Registrant of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by the Registrant to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of Registrant calculating its advisory fee. The Registrant shall not maintain client passwords for such accounts. MISCELLANEOUS Non-Investment Consulting/Implementation Services. To the extent requested by the client, the Registrant shall generally provide consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. Neither the Registrant, nor any of its representatives, serves as an attorney or accountant, and no portion of the Registrant’s services should be construed as same. Accordingly, Registrant does not prepare estate planning documents or tax returns. To the extent requested by a client, the Registrant may recommend the services of other professionals for certain non- investment implementation purposes (i.e., attorneys, accountants, insurance agents, etc.), including representatives of the Registrant in their separate registered and/or licensed capacities as discussed below at Items 5 and 10 below, including corresponding conflicts 4  of interest. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Please Note: If the client engages any professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. Please Also Note: It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Non-Discretionary Service Limitations. Clients that determine to engage Registrant on a non-discretionary investment advisory basis must be willing to accept that Registrant cannot effect any account transactions without obtaining prior consent to such transaction(s) from the client. Thus, in the event that Registrant would like to make a transaction for a client’s account (including in the event of an individual holding or general market correction), and the client is unavailable, the Registrant will be unable to effect the account transaction(s) without first obtaining the client’s consent. Retirement Plan Rollovers – No Obligation / Potential for Conflict of Interest. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Registrant recommends that a client roll over their retirement plan assets into an account to be managed by Registrant, such a recommendation creates a conflict of interest if Registrant will earn new (or increase its current) compensation as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant, whether it is from an employer’s plan or an existing IRA. The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding retirement plan rollovers. Custodian Charges-Additional Fees. The specific broker-dealer/custodian could depend upon the scope and nature of the services required by the client and/or the direction of the client. As discussed below at Item 12 below, when requested to recommend a broker- dealer/custodian for client accounts, Registrant generally recommends that Pershing or Schwab serve as the broker-dealer/custodian for client investment management assets. The specific broker-dealer/custodian recommended could depend upon the scope and nature of the services required by the client. Broker-dealers such as Pershing and Schwab charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, dealer spreads, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well 5  as the amount of those fees) shall differ depending upon the broker-dealer/custodian. While certain custodians, including Pershing and Schwab generally (with exceptions) do not currently charge fees on individual equity transactions (including ETFs), others do. Please Note: there can be no assurance that Pershing or Schwab will not change its transaction fee pricing in the future. Please Also Note: Pershing and Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. Please Note – Use of Mutual Funds and Exchange Traded Funds: Registrant utilizes mutual funds and exchange traded funds for its client portfolios. In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed above, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). The mutual funds and exchange traded funds utilized by the Registrant are generally available directly to the public. Thus, a client can generally obtain the funds recommended and/or utilized by Registrant independent of engaging Registrant as an investment advisor. However, if a prospective client does so, then they will not receive Registrant's initial and ongoing investment advisory services. Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above. Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, Registrant shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within a Registrant actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an 6  unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Registrant unmanaged accounts. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above. Socially Responsible Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not, and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Registrant), there can be no assurance that investment in ESG securities or funds will be profitable or prove successful. Registrant does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. If implemented, Registrant shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. WE DON’T RECOMMEND Cryptocurrency: For clients who have advised the Registrant that they want to consider a potential investment in cryptocurrencies, including Bitcoin (“together, Crypto”) the Registrant, will advise the client that Crypto is a digital currency that can be used for various purposes including to purchase goods, services and investments. Crypto uses an online ledger with strong cryptography (i.e., a method of protecting information and communications with codes) to secure online transactions. Unlike conventional currencies issued by monetary authorities, Crypto generally operates without centralized control, and their value is determined by market supply and demand. While regulatory oversight of Crypto has evolved since its inception, Crypto remains subject to unequal global regulatory treatment which could impact Crypto’s risks and liquidity. Please Note: The Registrant does not recommend or advocate the purchase of, or investment in Crypto. The Registrant considers such an investment to be speculative. Please Also Note: Clients who purchase Crypto must be prepared for potential liquidity constraints, extreme price volatility, regulatory risk, technology risk custody risk, and complete loss of principal. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are unnecessary. Clients remain subject to the fees described in Item 5 below during periods of portfolio inactivity. Of course, as indicated below, there 7  can be no assurance that investment decisions made by the Registrant will be profitable or equal any specific performance level(s). Other Assets. A client may: the client’s engagement of  hold securities that were purchased at the request of the client or acquired prior to the Registrant. Generally, with potential exceptions, the Registrant does not/would not recommend nor follow such securities, and absent mitigating tax consequences or client direction to the contrary, would prefer to liquidate such securities. Please Note: If/when liquidated, it should not be assumed that the replacement securities purchased by the Registrant will outperform the liquidated positions. To the contrary, different types of investments involve varying degrees of risk, and there can be no assurance that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by the Registrant) will be profitable or equal any specific performance level(s)In addition, there may be other securities and/or accounts owned by the client for which the Registrant does not maintain custodian access and/or trading authority; and,  hold other securities and/or own accounts for which the Registrant does not maintain custodian access and/or trading authority. Corresponding Services/Fees: When agreed to by the Registrant, the Registrant shall: (1) remain available to discuss these securities/accounts on an ongoing basis at the request of the client; (2) monitor these securities/accounts on a regular basis, including, where applicable, rebalancing with client consent;(3) shall generally consider these securities as part of the client’s overall asset allocation; and, (4) report on such securities/accounts as part of regular reports that may be provided by the Registrant; and, (5) include the market value of all such securities for purposes of calculating advisory fee. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using:  Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral or  Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral. These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Registrant does not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). Registrant does not recommend such borrowing for investment purposes (i.e., to invest borrowed 8  funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Registrant:  by taking the loan rather than liquidating assets in the client’s account, Registrant   continues to earn a fee on such Account assets; if the client invests any portion of the loan proceeds in an account to be managed by Registrant, Registrant will receive an advisory fee on the invested amount; and, if Registrant’s advisory fee is based upon the higher margined account value (see margin disclosure at Item 5 below), Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loan. financial situation or investment objectives for Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify the Registrant if there is ever any change in his/her/its the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Registrant) will be profitable or equal any specific performance level(s). Client Privacy and Confidentiality. The Registrant maintains policies and procedures designed to help protect the confidentiality and security of client nonpublic personal information (“NPPI”). NPPI includes, but is not limited to, social security numbers, credit or debit card numbers, state identification card numbers, driver’s license number and account numbers. The Registrant maintains administrative, technical, and physical safeguards designed to protect such information from unauthorized access, use, loss, or destruction. These safeguards include controls relating to data access, information security, and incident response, and are reviewed to address changes in risk and business. Client information may be disclosed in response to regulatory requests, legal obligations, or as otherwise permitted by law, and any such disclosure is made in accordance with applicable privacy and confidentiality requirements. The Registrant may engage non-affiliated service providers in connection with providing advisory services, and such providers may have access to client NPPI, as necessary, to perform their functions. The Registrant confirms that service providers maintain safeguards designed to protect client information from unauthorized access or use and provide notice to the Registrant in the event of a cybersecurity incident involving client information maintained by the service provider. While the Registrant maintains policies and procedures designed to protect client information, such measures cannot eliminate all risk. The Registrant will notify clients in the event of a data breach involving their NPPI as may be required by applicable state and federal laws. 9  Use of No Transaction Fee (“NTF”) Funds. The purchase or sale of transaction-fee (“TF”) funds available for investment through the Registrant will result in the assessment of transaction charges to you, your Advisor, or the Registrant. Although no- transaction- fee (“NTF”) funds do not assess transaction charges, most NTF funds have higher internal expenses than funds that do not participate in an NTF program. These higher internal fund expenses are assessed to investors who purchase or hold NTF funds. Depending upon the frequency of trading and hold periods, NTF funds may cost you more, or may cost the Registrant or your Advisor less, than mutual funds that assess transaction charges but have lower internal expenses. In addition, the higher internal expenses charged to clients who hold NTF funds will adversely affect the long-term performance of their accounts when compared to share classes of the same fund that assess lower internal expenses. It is important to note that the Registrant will only purchase NTF funds when no other share class is available for purchase. The administrative fees charged for each NTF fund trade is the same as the administrative fees for all other funds. For those advisory programs that assess transaction charges to clients, to the Registrant, or the Advisor, a conflict of interest exists because the Registrant and your Advisor have a financial incentive to recommend or select NTF funds that do not assess transaction charges but cost you more in internal expenses than funds that do assess transaction charges but cost you less in internal expenses. Disclosure Brochure. A copy of the Registrant’s written Privacy Notice, Disclosure Brochure as set forth on ADV Part 2A, ADV Part 2A Appendix 1 (Wrap Fee Brochure) ADV Part 2B, and Form CRS (“Client Relationship Summary”) shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement and/or Retirement Planning and Consulting Agreement. to providing investment advisory services, an C. The Registrant shall provide investment advisory services specific to the needs of each client. Prior investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. The Registrant only offers its investment advisory services on a wrap fee basis. When managing a client’s account on a wrap fee basis, the Registrant shall receive as payment for its investment advisory services, the balance of the wrap fee after all other costs incorporated into the wrap fee have been deducted. Wrap Program-Conflict of Interest. Registrant provides services on a wrap fee basis as a wrap program sponsor. Under Registrant’s wrap program, the client generally receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. Participation in a wrap program may cost the client more or less than purchasing such services separately. The terms and conditions of the wrap program engagement are more fully discussed in Registrant’s Wrap Fee Program Brochure. Conflict of Interest: Because wrap program transaction fees and/or commissions are being paid by Registrant to the account custodian/broker-dealer, Registrant has an economic incentive to minimize the number of trades in the client's account. See separate Wrap Fee Program Brochure. Furthermore, certain custodians, including Schwab, have eliminated transaction fees for online trades of U.S. equities, ETFs, and options (subject to certain contract fees). This means that, in most cases, when the Registrant buys and sells these types of securities, the Registrant will not have to pay any 10  commissions to Schwab. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding a wrap fee arrangement and the corresponding conflict of interest a wrap fee arrangement creates. E. As of December 31, 2025, the Registrant had approximately $720,764,738 in assets under management on a non-discretionary basis. Item 5 Fees and Compensation A. The client can determine to engage the Registrant to provide non-discretionary investment advisory services on a wrap-fee basis. INVESTMENT ADVISORY SERVICES Registrant’s negotiable annual investment advisory fee shall generally be based upon a percentage (%) of the market value and type of assets placed under Registrant’s management and/or advisement, between 0.45% and 1.40%. Fees shall vary depending upon various objective and subjective factors, including but not limited to: the amount of assets to be managed; personal and familial relationships; account composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional assets; the professional(s) rendering the service(s); courtesy accounts, negotiations with the client; prior fee schedules; and competition. Please Note: As a result of these factors, similarly situated clients could pay different fees, and the services to be provided by the Registrant to any particular client could be available from other advisers at lower fees. Please Also Note: Conflict of Interest. The Registrant’s representative shall receive a portion of the advisory fee charged to the client. As a result, a material conflict of interest arises because the representative has an incentive to seek a higher investment advisory fee to potentially increase the representative’s compensation. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above fee disparity, impact on account performance, and conflict of interest. Registrant's annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of the Registrant), the Registrant may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. Please Note: The Registrant does not serve as an attorney or accountant, and no portion of our financial planning or consulting services should be construed as legal or accounting services. Accordingly, we do not prepare estate planning documents or tax returns. Please Further Note. Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s advisory fee will remain the same regardless of whether or not the client determines to address financial planning issues with the Registrant. Fee Dispersion. Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity 11  of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding advisory fees. RETIREMENT PLAN CONSULTING The terms and conditions of the Registrant’s retirement plan consulting services, including the applicable fee, shall be set forth in a Retirement Plan Consulting Agreement between the Registrant and the plan sponsor. Clients can engage Registrant to provide Retirement Plan Consulting services for a fixed fee or a fee based on a percentage of plan assets, which fees may be negotiable and may vary depending upon the level and scope of the service(s) required and the professional(s) rendering the service, and will generally range from 0.40% to 1.00% of plan assets. Margin Accounts: Risks/Conflict of Interest. Registrant does not recommend the use of margin for investment purposes. A margin account is a brokerage account that allows investors to borrow money to buy securities and/or for other non-investment borrowing purposes. The broker/custodian charges the investor interest for the right to borrow money and uses the securities as collateral. By using borrowed funds, the customer is employing leverage that will magnify both account gains and losses. Should a client determine to use margin, Registrant will include the entire market value of the margined assets when computing its advisory fee. Accordingly, Registrant’s fee shall be based upon a higher margined account value, resulting in Registrant earning a correspondingly higher advisory fee. As a result, the potential of conflict of interest arises since Registrant may have an economic disincentive to recommend that the client terminate the use of margin. Please Note: The use of margin can cause significant adverse financial consequences in the event of a market correction. ANY QUESTIONS: Our Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the use of margin. B. Both Registrant's Investment Advisory Agreement and the custodial clearing agreement will generally authorize the custodian to debit the account for the amount of the Registrant's investment advisory fee and to directly remit that management fee to the Registrant in compliance with regulatory procedures. In the limited event that the Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice. Registrant's annual investment advisory fee shall be prorated and paid quarterly, in advance, based upon the market value (market value or fair market value in the absence of market value) of the assets on the last business day of the previous quarter. C. As discussed below, unless the client directs otherwise or an individual client’s circumstances require, the Registrant shall generally recommend that Pershing or Schwab serve as the broker-dealer/custodian for client investment management assets. In addition to Registrant’s investment management fee, brokerage commissions and/or transaction fees (unless the client engages the Registrant on a wrap fee basis, in which event, the commissions and transactions fees are included in the Registrant’s wrap fee), the client will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). The fees charged by the 12  applicable broker-dealer/custodian, and the charges imposed at the fund level, are in addition to Adviser’s investment advisory fees referenced in this Item 5. D. Registrant's annual investment advisory fee shall be prorated and paid quarterly, in advance, based upon the market value of the assets (market value or fair market value in the absence of market value) on the last business day of the previous quarter. The Investment Advisory Agreement between the Registrant and the client will continue in effect until terminated by either party by written notice in accordance with the terms of the Investment Advisory Agreement. Upon termination, the Registrant shall refund the pro- rated portion of the advanced advisory fee paid based upon the number of days remaining in the billing quarter. E. Commission Transactions. In the event that the client desires, the client can engage certain of the Registrant’s representatives, in their separate individual capacities as registered representatives of PCS, a FINRA member broker-dealer, to implement investment recommendations on a commission basis. In the event the client chooses to purchase investment products through PCS, PCS will charge brokerage commissions to effect securities transactions, a portion of which commissions PCS shall pay to Registrant’s representatives, as applicable in their separate individual capacities as registered representatives of PCS. The brokerage commissions charged by PCS may be higher or lower than those charged by other broker-dealers. In addition, PCS, as well as Registrant’s representatives can receive ongoing 12b-1 trailing commission with respect to any commission products sold. 1. Conflict of Interest: The recommendation that a client purchase a commission product from PCS presents a conflict of interest, as the receipt of commissions and/or other forms of compensation, such as 12b-1 trailing commissions, may provide an incentive to recommend investment products based on compensation to be received, rather than on a particular client’s need. No client is under any obligation to purchase any commission products from Registrant’s representatives or PCS. The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective may have regarding the above conflict of interest. 2. Please Note: Clients may purchase investment products recommended by Registrant through other, non-affiliated broker dealers or agents. 3. The Registrant does not receive more than 50% of its revenue from advisory clients as a result of commissions or other compensation for the sale of investment products the Registrant recommends to its clients. 4. When Registrant’s representatives sell an investment product on a commission basis, the Registrant does not charge an advisory fee in addition to the commissions paid by the client for such product. When providing services on an advisory fee basis, the Registrant’s representatives do not also receive commission compensation or 12b-1 fees for such advisory services. However, a client may engage the Registrant to provide investment management services on an advisory fee basis and separate from such advisory services purchase an investment product from Registrant’s representatives on a separate commission basis. Item 6 Performance-Based Fees and Side-by-Side Management 13  Registrant is not a party to any performance or incentive-related compensation arrangements with its clients. Item 7 Types of Clients The Registrant’s clients shall generally include individuals, high net worth individuals, retirement plans, and charitable organizations. In general, Registrant requires a minimum of $250,000 to open and maintain an advisory account. At Registrant’s discretion, we may waive this minimum account size. For example, we may waive the minimum if you appear to have significant potential for increasing your assets under our management. We may also combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. Registrant does not require a minimum fee for its investment management services. Additionally, Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding advisory fees. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. The Registrant may utilize the following methods of security analysis:  Charting - (analysis performed using patterns to identify current trends and trend reversals to forecast the direction of prices)  Fundamental - (analysis performed on historical and present data, with the goal of making financial forecasts)  Technical – (analysis performed on historical and present data, focusing on price and trade volume, to forecast the direction of prices) The Registrant may utilize the following investment strategies when implementing investment advice given to clients:  Long Term Purchases (securities held at least a year)  Short Term Purchases (securities sold within a year)  Trading (securities sold within thirty (30) days) level(s). Please Note: Investment Risk. Investing in securities involves risk of loss that clients should be prepared to bear, including the complete loss of principal investment. Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by the Registrant) will be profitable or equal any specific performance Investment strategies such as asset allocation, diversification, or rebalancing do not assure or guarantee better performance and cannot 14  eliminate the risk of investment losses. There is no guarantee that a portfolio employing these or any other strategy will outperform a portfolio that does not engage in such strategies. While asset values may increase and client account values could benefit as a result, it is also possible that asset values may decrease and client account values could suffer a loss. B. The Registrant’s methods of analysis and investment strategies do not present any significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis the Registrant must have access to current/new market information. The Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, severely limiting the value of the Registrant’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. The Registrant’s primary investment strategies - Long Term Purchases, Short Term Purchases, and Trading - are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer term investment strategy. Trading, an investment strategy that requires the purchase and sale of securities within a thirty (30) day investment time period involves a very short investment time period but will incur higher transaction costs when compared to a short term investment strategy and substantially higher transaction costs than a longer term investment strategy. C. Currently, the Registrant allocates client investment assets on a non-discretionary basis primarily among mutual funds and exchange traded funds in accordance with the client’s designated investment objective(s). Each type of security has its own unique set of risks associated with it. The following provides a short description of some of the underlying risks associated with investing in these types of securities: Market Risk. The price of a security may drop in reaction to tangible and intangible events and conditions. This type of risk may be caused by external factors (such as economic or political factors) but may also be incurred because of a security’s specific underlying investments. Additionally, each security’s price can fluctuate based on market movement, which may or may not be due to the security’s operations or changes in its true value. For example, political, economic and social conditions may trigger market events which are temporarily negative, or temporarily positive. Unsystematic Risk. Unsystematic risk is the company-specific or industry-specific risk in a portfolio that the investor bears. Unsystematic risk is typically addressed through diversification. However, as indicated above, diversification does not guarantee better performance and cannot eliminate the risk of investment losses. 15  Value Investment Risk. Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause a portfolio to underperform growth stocks. Growth Investment Risk. Prices of growth stocks tend to be higher in relation to their companies’ earnings and may be more sensitive to market, political and economic developments than other stocks, making their prices more volatile. Small Company Risk. Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, small capitalization companies are more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources. Commodity Risk. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political, and regulatory developments. Foreign Securities and Currencies Risk. Foreign securities prices may decline or fluctuate because of: (i) economic or political actions of foreign governments, and/or (ii) less regulated or liquid securities markets. Investors holding these securities are also exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar). Interest Rate Risk. Fixed income securities and fixed income-based securities are subject to interest rate risk because the prices of fixed income securities tend to move in the opposite direction of interest rates. When interest rates rise, fixed income security prices tend to fall. When interest rates fall, fixed income security prices tend to rise. In general, fixed income securities with longer maturities are more sensitive to these price changes. Inflation Risk. When any type of inflation is present, a dollar at present value will not carry the same purchasing power as a dollar in the future, because that purchasing power erodes at the rate of inflation. Reinvestment Risk. Future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate), which primarily relates to fixed income securities. Credit Risk. The issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer’s credit rating or a perceived change in an issuer’s financial strength may affect a security’s value and impact performance. Credit risk is considered greater for fixed income securities with ratings below investment grade. Fixed income securities that are below investment grade involve higher credit risk and are considered speculative. Call Risk. During periods of falling interest rates, a bond issuer will call or repay a higher- yielding bond before its maturity date, forcing the investment to reinvest in bonds with lower interest rates than the original obligations. 16  Regulatory Risk. Changes in laws and regulations from any government can change the market value of companies subject to such regulations. Certain industries are more susceptible to government regulation. For example, changes in zoning, tax structure or laws may impact the return on investments. Mutual Fund Risk. Mutual funds are operated by investment companies that raise money from shareholders and invests it in stocks, bonds, and/or other types of securities. Each fund will have a manager that trades the fund’s investments in accordance with the fund’s investment objective. Mutual funds charge a separate management fee for their services, so the returns on mutual funds are reduced by the costs to manage the funds. While mutual funds generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market. Mutual funds that are sold through brokers are called load funds, and those sold to investors directly from the fund companies are called no-load funds. Mutual funds come in many varieties. Some invest aggressively for capital appreciation, while others are conservative and are designed to generate income for shareholders. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). Exchange Traded Fund Risk. ETFs are marketable securities that are designed to track, before fees and expenses, the performance or returns of a relevant index, commodity, bonds or basket of assets, like an index fund. Unlike mutual funds, ETFs trade like common stock on a stock exchange. ETFs experience price changes throughout the day as they are bought and sold. In addition to the general risks of investing, there are specific risks to consider with respect to an investment in ETFs, including, but not limited to: (i) an ETF’s shares may trade at a market price that is above or below its net asset value; (ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Item 9 Disciplinary Information The Registrant has not been the subject of any material disciplinary actions. Item 10 Other Financial Industry Activities and Affiliations A. As disclosed above in item 5.E, certain of Registrant’s representatives are registered representatives of PCS, a FINRA member broker-dealer. B. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. C. Registered Representatives of PCS. As disclosed above in Item 5 E, certain of Registrant’s representatives are registered representatives of PCS and may effect securities brokerage transactions on a fully disclosed commission basis. Licensed Insurance Agents. Certain of Registrant’s representatives, in their individual capacities, are licensed insurance agents and may recommend the purchase of certain 17  insurance-related products on a commission basis. As referenced in Item 4 above, clients can engage certain of Registrant’s representatives, in their individual capacities as licensed insurance agents, to effect insurance transactions on a commission basis. Conflict of Interest: The recommendation by Registrant’s representatives that a client purchase a securities or insurance commission product presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend investment products based on commissions received, rather than on a particular client’s need. No client is under any obligation to purchase any commission products from Registrant’s representatives. Clients are reminded that they may purchase investment and/or insurance products recommended by Registrant and/or its representatives through other, non-affiliated registered representatives or insurance agents. MFG Tax Preparation, Inc. Registrant’s representatives, Ira Materetsky, Joseph Carpenito, and Matthew Welsh, provide separate tax preparation services through MFG Tax Preparation, Inc. and may recommend the tax preparation services to Registrant’s clients. To the extent a client determines to engage to provide tax preparation services, such services shall be provided by Mr. Materetsky, Mr. Carpenito, Mr. Welsh, in their individual capacity as tax preparers, independent of Registrant. Registrant will not receive any portion of fees charged by Mr. Materetsky, Mr. Carpenito, or Mr. Welsh for such services. Conflict of Interest: The recommendation by Mr. Materetsky, Mr. Carpenito, or Mr. Welsh that a client elect the tax preparation and/or accounting services of MFG Tax Preparation, Inc. presents a conflict of interest, as the receipt of fees for tax preparation and/or accounting services may provide an incentive to recommend such services, rather than recommending such services based upon a particular client’s needs. No client is under any obligation to utilize Mr. Materetsky, Mr. Carpenito, Mr. Welsh, or MFG Tax Preparation, Inc. for tax preparation and/or accounting services. Clients are reminded that they may elect to obtain tax preparation and/or accounting services recommended by Registrant through other non-affiliated tax preparers. The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective may have regarding the above conflict of interest. D. The Registrant does not receive, directly or indirectly, compensation from investment advisors that it recommends or selects for its clients. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Registrant’s representatives that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, the Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by the Registrant or any person associated with the Registrant. 18  B. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. C. The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons”. The Registrant’s securities transaction policy requires that Access Person of the Registrant must provide the Chief Compliance Officer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the Chief Compliance Officer or his/her designee with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date the Registrant selects; provided, however that at any time that the Registrant has only one Access Person, he or she shall not be required to submit any securities report described above. D. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated above in Item 11.C, the Registrant has a personal securities transaction policy in place to monitor the personal securities transaction and securities holdings of each of Registrant’s Access Persons. Item 12 Brokerage Practices A. In the event that the client requests that the Registrant recommend a broker- dealer/custodian for execution and/or custodial services (exclusive of those clients that may direct the Registrant to use a specific broker-dealer/custodian), Registrant generally recommends that investment management accounts be maintained at Pershing or Schwab. Prior to engaging Registrant to provide investment management services, the client will be required to enter into a formal Investment Advisory Agreement with Registrant setting forth the terms and conditions under which Registrant shall manage the client's assets, and a separate custodial/clearing agreement with each designated broker-dealer/custodian. Factors that the Registrant considers in recommending Pershing, Schwab, or another broker-dealer/custodian, investment platform and/or mutual fund sponsor include historical relationship with the Registrant, financial strength, reputation, execution capabilities, pricing, research, and service. To the extent that a transaction fee is payable, Registrant shall have a duty to obtain best execution for such transaction. However, that does not mean that the client will not pay a transaction fee that is higher than another 19  qualified broker-dealer might charge to effect the same transaction where Registrant determines, in good faith, that the transaction fee is reasonable. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, transaction rates, and responsiveness. . Accordingly, although Registrant will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. In the event that a client is not in the Wrap-Fee Program, the transaction fees charged by the designated broker- brokerage commissions or dealer/custodian are exclusive of, and in addition to, Registrant's investment management fee. The Registrant’s best price execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. 1. Non-Soft Dollar Research and Benefits Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker-dealer/custodian, Registrant may receive from Pershing, Schwab, or from another broker-dealer/custodian, investment platform and/or mutual fund sponsor without cost (and/or at a discount) support services and/or products, certain of which assist the Registrant to better monitor and service client accounts maintained at such institutions. Included within the support services that can be obtained by the Registrant may be investment-related research, pricing information and market data, software and other technology that provide access to client account data, compliance and/or practice management-related publications, discounted or gratis consulting services, discounted and/or gratis attendance at conferences, meetings, and other educational and/or social events, marketing support, computer hardware and/or software and/or other products used by Registrant in furtherance of its investment advisory business operations. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at Pershing or Schwab as a result of this arrangement. There is no corresponding commitment made by the Registrant to Pershing, Schwab, any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above arrangement and the corresponding conflict of interest presented by such arrangement. 2. The Registrant does not receive referrals from broker-dealers. 3. Directed Brokerage. We generally recommend that our clients utilize the brokerage and custodial services provided by Pershing or Schwab. We may accept directed brokerage arrangements (when a client requires that account transactions be effected through a specific broker-dealer). In such client directed arrangements, the client will negotiate terms and arrangements for their account with that broker-dealer, and we will not seek better execution services or prices from other broker-dealers or be able to "batch" the client’s transactions for execution through other broker-dealers with orders for other accounts managed by us As a result, a client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on 20  transactions for the account than would otherwise be the case. Please Note: In the event that the client directs us to effect securities transactions for the client’s accounts through a specific broker-dealer, the client correspondingly acknowledges that such direction may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that we recommend. Higher transaction costs adversely impact account performance. Please Also Note: Transactions for directed accounts will generally be executed following the execution of portfolio transactions for non-directed accounts. B. Order Aggregation. Transactions for each client account generally will be effected independently unless we decide to purchase or sell the same securities for several clients at approximately the same time. We may (but is not obligated to) combine or “bunch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among our clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among clients in proportion to the purchase and sale orders placed for each client account on any given day. We shall not receive any additional compensation or remuneration as a result of such aggregation. Item 13 Review of Accounts A. For those clients to whom Registrant provides investment supervisory services, account reviews are conducted on an ongoing basis by the Registrant's Principal and/or representatives. All investment supervisory clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review financial planning issues (to the extent applicable), investment objectives and account performance with the Registrant on an annual basis. B. The Registrant may conduct account reviews on an other than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. C. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. Item 14 Client Referrals and Other Compensation A. As referenced in Item 12 above, we can receive from Pershing or Schwab, without cost (and/or at a discount), support services and/or products. Our clients do not pay more for investment transactions effected and/or assets maintained at Pershing or Schwab as result of this arrangement. There is no corresponding commitment made by us to Pershing, Schwab, or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangements. The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have 21  regarding the above arrangement and the corresponding conflict of interest presented by such arrangement. B. The Registrant has entered into a promoter arrangement with Ramsey Solutions in conjunction with its SmartVestor Pro program, consistent with the Investment Advisers Act of 1940, and applicable state regulatory requirements, whereby the Registrant compensates the promoter for prospective client leads on a recurring monthly flat fee basis, regardless of the success of any such leads. Because the promoter has an economic incentive to introduce the prospect to the Registrant, a conflict of interest is presented. The promoter’s introduction shall not result in the prospect’s payment of a higher investment advisory fee to the Registrant (i.e., if the prospect was to engage the Registrant independent of the promoter’s introduction). Item 15 Custody Registrant shall have the ability to deduct its advisory fee from the client’s custodial account. Clients are provided with written transaction confirmation notices, and a written summary account statement directly from the custodian (i.e., Pershing, Schwab) at least quarterly. Please Note: To the extent that the Registrant provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by the Registrant with the account statements received from the account custodian. Please Also Note: The account custodian does not verify the accuracy of Registrant’s advisory fee calculation. The Registrant can provide other services on behalf of its clients that require disclosure at ADV Part 1, Item 9 (currently no such disclosure is required). In particular, a client may sign asset transfer authorizations that permits the qualified custodian to rely upon instructions from the Registrant to transfer client funds to “third parties.” In the event that the Registrant was to maintain any such arrangements, it would seek to rely on the guidance provided in the SEC Staff’s February 21, 2017 Investment Adviser Association No-Action Letter so that no such affected accounts would be subject to an annual surprise CPA examination. Item 16 Investment Discretion Registrant does not accept discretionary authority to manage securities accounts on behalf of clients. Item 17 Voting Client Securities A. The Registrant does not vote client proxies. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. B. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation. 22  Item 18 Financial Information A. The Registrant does not solicit fees of more than $1,200, per client, six months or more in advance. B. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. C. The Registrant has not been the subject of a bankruptcy petition. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 23 

Item 1 Cover Page MATERETSKY FINANCIAL GROUP ADV Part 2A, Appendix 1 Wrap Fee Program Brochure Dated: March 19, 2026 Contact: Ira Materetsky, Chief Compliance Officer Principal Office: 2240 Woolbright Road, Suite 354 Boynton Beach, Florida New York Office: 200 Broadhollow Road, Suite 207 Melville, New York 11747 This wrap fee program brochure provides information about the qualifications and business practices of Materetsky Financial Group, Inc. (dba Materetsky Financial Group) (“Registrant”). If you have any questions about the contents of this brochure, please contact us at 561-735-9227. 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. information about Registrant also is available on the SEC’s website at Additional www.adviserinfo.sec.gov. References herein to Registrant as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  Item 2 Material Changes Since its Annual Amendment filing on March 18, 2025, there have been no material changes to the Firm’s Wrap Fee Brochure. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions regarding the above or any other issue pertaining to this Brochure. Item 3 Table of Contents Item 1 Cover Page .................................................................................................................................... 1 Item 2 Material Changes .......................................................................................................................... 2 Table of Contents .......................................................................................................................... 2 Item 3 Item 4 Services, Fees and Compensation ................................................................................................. 3 Item 5 Account Requirements and Types of Clients ............................................................................... 5 Item 6 Portfolio Manager Selection and Evaluation ................................................................................ 6 Item 7 Client Information Provided to Portfolio Managers ................................................................... 16 Item 8 Client Contact with Portfolio Managers ..................................................................................... 16 Item 9 Additional Information ............................................................................................................... 16 2  Item 4 Services, Fees and Compensation A. MATERETSKY FINANCIAL GROUP WRAP FEE PROGRAM The Registrant provides investment management services on a wrap fee basis in accordance with the Registrant’s investment management wrap fee program (the “Program”) Under the Program, the Registrant is able to offer participants non- discretionary investment management services, for a single specified annual Program fee, inclusive of trade execution (excluding mark-ups and mark-downs), custody, reporting, and investment management fees. All prospective Program participants should read both the Registrant’s Brochure and this Wrap Fee Program Brochure, and ask any corresponding questions that they may have, prior to participation in the Program. Registrant’s negotiable annual Program fee shall generally be based upon a percentage (%) of the market value and type of assets placed under Registrant’s management, between 0.45% and 1.40%. Fees shall vary depending upon various objective and subjective factors, including but not limited to: the amount of assets to be managed; personal and familial relationships; account composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional assets; the professional(s) rendering the service(s); negotiations with the client; prior fee schedules; and competition. As a result of these factors, similarly situated clients could pay different fees, and the services to be provided by the Registrant to any particular client could be available from other advisers at lower fees. Since the Registrant’s representative shall receive a portion of the advisory fee charged to the client, a material conflict of interest arises, because an increase in the management fee paid by the client may result in increased compensation received by the Registrant’s representative. Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above fee disparity, impact on account performance, and conflict of interest. To the extent specifically requested by a client, the Registrant generally provides financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) inclusive of the Program fee. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of the Registrant), the Registrant may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s Program fee, as set forth at Item 5 below, will remain the same whether or not the client determines to address financial planning issues with Registrant. Please Note: The Registrant does not serve as an attorney or accountant, and no portion of our services should be construed as legal or accounting services. Accordingly, we do not prepare estate planning documents or tax returns. If requested by the client, Registrant may recommend the services of other professionals for implementation purposes, including the services of the Registrant’s representatives, in their individual capacities, as licensed insurance agents or as registered representatives of Private Client Services (“PCS”). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Moreover, it remains the client’s responsibility to promptly notify the Registrant if there is ever any change in the client’s financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Please Note: If the client engages any 3  professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. Fee Calculation: The fee is not charged on the basis of a share of capital gains upon or capital appreciation of any portion of the funds of an advisory client, pursuant to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (hereinafter the “Act”). Fee Dispersion. Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding advisory fees. Fee Payment: Clients will be charged in advance at the beginning of each calendar quarter based upon the value (market value or fair market value in the absence of market value), of the client's account at the end of the previous quarter. Fees are prorated for accounts opened during the quarter. An additional fee for the current quarter may be assessed if assets are deposited after the beginning of the quarter, prorated based on the number of calendar days remaining in the quarter during which the service will be in effect. No portion of the fee will be credited to the client for the current calendar quarter should any withdrawals from the portfolio occurring in the same calendar quarter. MISCELLANEOUS Client Responsibilities: In performing any of its services, the Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Furthermore, unless the client indicates to the contrary in the client’s Investment Objective Confirmation letter, the Registrant shall assume that there are no restrictions on its services, other than to manage the account in accordance with the client’s designated investment objective. Moreover, it remains each client’s responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of revising the Registrant’s previous recommendations or services. Please Note: Investment Performance: As a condition to participating in the Program, the participant must accept that past performance may not be indicative of future results, and understand that the future performance of any specific investment or investment strategy (including the investments and/or investment strategies purchased and/or undertaken by the Registrant) may not: (1) achieve their intended objective; (2) be profitable; or, (3) equal historical performance level(s) or any other performance level(s). B. Participation in the Program may cost more or less than purchasing such services separately. Also, the Program fee charged by Registrant for participation in the Program 4  may be higher or lower than those charged by other sponsors of comparable wrap fee programs. Depending upon the percentage wrap-fee charged by the Registrant, the amount of portfolio activity in the client's account, and the value of custodial and other services provided, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately and/or if the Registrant were to negotiate transaction fees and seek best price and execution of transactions for the client's account. However, the Registrant only offers its investment advisory services on a wrap fee basis. Conflict of Interest: Because wrap program transaction fees and/or commissions are being paid by Registrant to the account custodian/broker-dealer, Registrant has an economic incentive to minimize the number of trades in the client's account. Furthermore, certain custodians, including Schwab, have eliminated transaction fees for online trades of U.S. equities, ETFs, and options (subject to certain contract fees). This means that, in most cases, when the Registrant buys and sells these types of securities, the Registrant will not have to pay any commissions to Schwab. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding a wrap fee arrangement and the corresponding conflict of interest a wrap fee arrangement creates. C. The Program’s wrap fee does not include certain charges and administrative fees, including, but not limited to, transaction charges (including mark-ups and mark-downs) resulting from trades effected through or with a broker-dealer other than Pershing and Schwab transfer taxes, odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. Such fees and expenses are in addition to the Program’s wrap fee. D. Registrant’s related persons who recommend the Materetsky Financial Group Wrap Fee program to clients do not receive compensation as a result of a client’s participation in the wrap fee program. Item 5 Account Requirements and Types of Clients The Registrant’s clients shall generally include individuals, high net worth individuals, retirement plans, and charitable organizations. In general, Registrant requires a minimum of $250,000 to open and maintain an advisory account. At Registrant’s discretion, we may waive this minimum account size. For example, we may waive the minimum if you appear to have significant potential for increasing your assets under our management. We may also combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. Additionally, Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. 5  Item 6 Portfolio Manager Selection and Evaluation A. The Registrant acts as the portfolio manager for the Program. Inasmuch as the execution costs for transactions effected in the client account will be paid by the Registrant, a potential conflict of interest arises in that the Registrant may have a disincentive to trade securities in the client account. In addition, the amount of compensation received by the Registrant as a result of the client’s participation in the Program may be more than what the Registrant would receive if the client paid separately for investment advice, brokerage and other services. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding a wrap fee arrangement and the corresponding conflict of interest a wrap fee arrangement creates. B. As discussed below, the Registrant offers to its clients (individuals, high net worth individuals, retirement plans, and charitable organizations) investment advisory services on a non-discretionary wrap fee basis and, to the extent specifically requested by a client, financial planning and related consulting services. Registrant also provides retirement plan consulting services to qualified retirement plans and their participants. ADVISORY BUSINESS SERVICES The Registrant provides investment management services on a wrap fee basis in accordance with the Registrant’s investment management Program. Under the Program, the Registrant is able to offer participants non-discretionary investment management services, for a single specified annual Program fee, inclusive of trade execution (excluding mark-ups and mark-downs), custody, reporting, and investment management fees. All prospective Program participants should read both the Registrant’s Brochure and this Wrap Fee Program Brochure, and ask any corresponding questions that they may have, prior to participation in the Program. FINANCIAL PLANNING AND CONSULTING SERVICES To the extent specifically requested by a client, the Registrant generally provides financial planning and/or consulting services (including investment and non-investment related matters, including, e.g., estate planning, insurance planning, etc.) inclusive of the Program fee. Please Note: The Registrant does not serve as an attorney or accountant, and no portion of our services should be construed as legal or accounting services. Accordingly, we do not prepare estate planning documents or tax returns. If requested by the client, Registrant may recommend the services of other professionals for implementation purposes, including the services of the Registrant’s representatives, in their individual capacities, as licensed insurance agents or as registered representatives of Private Client Services (“PCS”). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Moreover, it remains the client’s responsibility to promptly notify the Registrant if there is ever any change in the client’s financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous 6  recommendations and/or services. Please Note: If the client engages any professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. RETIREMENT PLAN CONSULTING 1. Participant Directed Retirement Plans. Registrant may also provide investment advisory and consulting services to participant directed retirement plans pursuant to the terms and conditions of a Retirement Plan Services Agreement between Registrant and the Plan which will include any compensation to be paid to the Registrant. For such engagements, Registrant shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by Registrant), and, to the extent engaged to do so, may also provide corresponding education to assist the participants with their decision making process. Personalized investment advice will not be provided to Plan participants regarding their plan assets. 2. Client Retirement Plan Assets. If requested to do so, Registrant shall provide investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, Registrant shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the 401(k) platform. Registrant’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. Registrant will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify Registrant of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by the Registrant to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of Registrant calculating its advisory fee. The Registrant shall not maintain client passwords for such accounts. MISCELLANEOUS Non-Investment Consulting/Implementation Services. To the extent requested by the client, the Registrant shall generally provide consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. Neither the Registrant, nor any of its representatives, serves as an attorney or accountant, and no portion of the Registrant’s services should be construed as same. Accordingly, Registrant does not prepare estate planning documents or tax returns. To the extent requested by a client, the Registrant may recommend the services of other professionals for certain non- investment implementation purposes (i.e. attorneys, accountants, insurance agents, etc.), including representatives of the Registrant in their separate registered and/or licensed capacities as discussed below, including corresponding conflicts of interest. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Please Note: If the client engages any professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the 7  engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. Please Also Note: It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Please Further Note. Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s advisory fee will remain the same regardless of whether or not the client determines to address financial planning issues with the Registrant. Non-Discretionary Service Limitations. Clients that determine to engage Registrant on a non-discretionary investment advisory basis must be willing to accept that Registrant cannot effect any account transactions without obtaining prior consent to such transaction(s) from the client. Thus, in the event that Registrant would like to make a transaction for a client’s account (including in the event of an individual holding or general market correction), and the client is unavailable, the Registrant will be unable to effect the account transaction(s) without first obtaining the client’s consent. Retirement Plan Rollovers – No Obligation / Potential for Conflict of Interest. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Registrant recommends that a client roll over their retirement plan assets into an account to be managed by Registrant, such a recommendation creates a conflict of interest if Registrant will earn new (or increase its current) compensation as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant, whether it is from an employer’s plan or an existing IRA. The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding retirement plan rollovers. Please Note – Use of Mutual Funds and Exchange Traded Funds: Registrant utilizes mutual funds and exchange traded funds for its client portfolios. In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed above, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). The mutual funds and exchange traded funds utilized by the Registrant are generally available directly to the public. Thus, a client can generally obtain the funds recommended and/or utilized by Registrant independent of engaging Registrant as an investment advisor. However, if a prospective client does so, then they will not receive Registrant's initial and ongoing investment advisory services. Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above. 8  Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, Registrant shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within a Registrant actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Registrant unmanaged accounts. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above. Socially Responsible Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not, and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Registrant), there can be no assurance that investment in ESG securities or funds will be profitable or prove 9  successful. Registrant does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. If implemented, Registrant shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. WE DON’T RECOMMEND Cryptocurrency: For clients who have advised the Registrant that they want to consider a potential investment in cryptocurrencies, including Bitcoin (“together, Crypto”) the Registrant, will advise the client that Crypto is a digital currency that can be used for various purposes including to purchase goods, services and investments. Crypto uses an online ledger with strong cryptography (i.e., a method of protecting information and communications with codes) to secure online transactions. Unlike conventional currencies issued by monetary authorities, Crypto generally operates without centralized control, and their value is determined by market supply and demand. While regulatory oversight of Crypto has evolved since its inception, Crypto remains subject to unequal global regulatory treatment which could impact Crypto’s risks and liquidity. Please Note: The Registrant does not recommend or advocate the purchase of, or investment in Crypto. The Registrant considers such an investment to be speculative. Please Also Note: Clients who purchase Crypto must be prepared for potential liquidity constraints, extreme price volatility, regulatory risk, technology risk custody risk, and complete loss of principal. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are unnecessary. Clients remain subject to the fees described in Item 5 below during periods of portfolio inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by the Registrant will be profitable or equal any specific performance level(s). Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using:  Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral or  Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral. These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e. custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below 10  a certain level. For this reason, Registrant does not recommend such borrowing unless it is for specific short-term purposes (i.e. a bridge loan to purchase a new residence). Registrant does not recommend such borrowing for investment purposes (i.e. to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Registrant:  by taking the loan rather than liquidating assets in the client’s account, Registrant   continues to earn a fee on such Account assets; if the client invests any portion of the loan proceeds in an account to be managed by Registrant, Registrant will receive an advisory fee on the invested amount; and, if Registrant’s advisory fee is based upon the higher margined account value (see margin disclosure at Item 5 below), Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loans. financial situation or investment objectives for Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify the Registrant if there is ever any change in his/her/its the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Registrant) will be profitable or equal any specific performance level(s). Client Privacy and Confidentiality. The Registrant maintains policies and procedures designed to help protect the confidentiality and security of client nonpublic personal information (“NPPI”). NPPI includes, but is not limited to, social security numbers, credit or debit card numbers, state identification card numbers, driver’s license number and account numbers. The Registrant maintains administrative, technical, and physical safeguards designed to protect such information from unauthorized access, use, loss, or destruction. These safeguards include controls relating to data access, information security, and incident response, and are reviewed to address changes in risk and business. Client information may be disclosed in response to regulatory requests, legal obligations, or as otherwise permitted by law, and any such disclosure is made in accordance with applicable privacy and confidentiality requirements. The Registrant may engage non-affiliated service providers in connection with providing advisory services, and such providers may have access to client NPPI, as necessary, to perform their functions. The Registrant confirms that service providers maintain safeguards designed to protect client information from unauthorized access or use and provide notice to the Registrant in the event of a cybersecurity incident involving client 11  information maintained by the service provider. While the Registrant maintains policies and procedures designed to protect client information, such measures cannot eliminate all risk. The Registrant will notify clients in the event of a data breach involving their NPPI as may be required by applicable state and federal laws. Use of No Transaction Fee (“NTF”) Funds. The purchase or sale of transaction-fee (“TF”) funds available for investment through the Registrant will result in the assessment of transaction charges to you, your Advisor, or the Registrant. Although no- transaction- fee (“NTF”) funds do not assess transaction charges, most NTF funds have higher internal expenses than funds that do not participate in an NTF program. These higher internal fund expenses are assessed to investors who purchase or hold NTF funds. Depending upon the frequency of trading and hold periods, NTF funds may cost you more, or may cost the Registrant or your Advisor less, than mutual funds that assess transaction charges but have lower internal expenses. In addition, the higher internal expenses charged to clients who hold NTF funds will adversely affect the long-term performance of their accounts when compared to share classes of the same fund that assess lower internal expenses. It is important to note that the Registrant will only purchase NTF funds when no other share class is available for purchase. The administrative fees charged for each NTF fund trade is the same as the administrative fees for all other funds. For those advisory programs that assess transaction charges to clients, to the Registrant, or the Advisor, a conflict of interest exists because the Registrant and your Advisor have a financial incentive to recommend or select NTF funds that do not assess transaction charges but cost you more in internal expenses than funds that do assess transaction charges but cost you less in internal expenses. to providing investment advisory services, an The Registrant shall provide investment advisory services specific to the needs of each client. Prior investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. The Registrant only offers its investment advisory services on a wrap fee basis. When managing a client’s account on a wrap fee basis, the Registrant shall receive as payment for its investment advisory services, the balance of the wrap fee after all other costs incorporated into the wrap fee have been deducted. Wrap Program – Conflict of Interest. Registrant provides services on a wrap fee basis as a wrap program sponsor. Under Registrant’s wrap program, the client generally receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. Participation in a wrap program may cost the client more or less than purchasing such services separately. The terms and conditions of a wrap program engagement are more fully discussed in Registrant’s Wrap Fee Program Brochure. Conflict of Interest: Because wrap program transaction fees and/or commissions are being paid by Registrant to the account custodian/broker-dealer, Registrant has an economic incentive to minimize the number of trades in the client's account. Furthermore, certain custodians, including Schwab, have eliminated transaction fees for online trades of U.S. equities, ETFs, and options (subject to certain contract fees). This means that, in most cases, when the Registrant buys and sells these types of securities, the Registrant will not have to pay any commissions to Schwab. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any 12  questions that a client or prospective client may have regarding a wrap fee arrangement and the corresponding conflict of interest a wrap fee arrangement creates. Performance Based Fees and Side-By-Side Management Neither the Registrant nor any supervised person of the Registrant accepts performance- based fees. Methods of Analysis, Investment Strategies and Risk of Loss The Registrant may utilize the following methods of security analysis:  Charting - (analysis performed using patterns to identify current trends and trend reversals to forecast the direction of prices)  Fundamental - (analysis performed on historical and present data, with the goal of making financial forecasts)  Technical – (analysis performed on historical and present data, focusing on price and trade volume, to forecast the direction of prices) The Registrant may utilize the following investment strategies when implementing investment advice given to clients:  Long Term Purchases (securities held at least a year)  Short Term Purchases (securities sold within a year)  Trading (securities sold within thirty (30) days) level(s). Please Note: Investment Risk. Investing in securities involves risk of loss that clients should be prepared to bear, including the complete loss of principal investment. Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by the Registrant) will be profitable or equal any specific performance Investment strategies such as asset allocation, diversification, or rebalancing do not assure or guarantee better performance and cannot eliminate the risk of investment losses. There is no guarantee that a portfolio employing these or any other strategy will outperform a portfolio that does not engage in such strategies. While asset values may increase and client account values could benefit as a result, it is also possible that asset values may decrease and client account values could suffer a loss. The Registrant’s methods of analysis and investment strategies do not present any significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis the Registrant must have access to current/new market information. The Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, severely limiting the value of the Registrant’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. 13  The Registrant’s primary investment strategies - Long Term Purchases, Short Term Purchases, and Trading - are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer term investment strategy. Trading, an investment strategy that requires the purchase and sale of securities within a thirty (30) day investment time period involves a very short investment time period but will incur higher transaction costs when compared to a short term investment strategy and substantially higher transaction costs than a longer term investment strategy. C. Currently, the Registrant allocates client investment assets on a non-discretionary basis primarily among mutual funds and exchange traded funds in accordance with the client’s designated investment objective(s). Each type of security has its own unique set of risks associated with it. The following provides a short description of some of the underlying risks associated with investing in these types of securities: Market Risk. The price of a security may drop in reaction to tangible and intangible events and conditions. This type of risk may be caused by external factors (such as economic or political factors) but may also be incurred because of a security’s specific underlying investments. Additionally, each security’s price can fluctuate based on market movement, which may or may not be due to the security’s operations or changes in its true value. For example, political, economic and social conditions may trigger market events which are temporarily negative, or temporarily positive. Unsystematic Risk. Unsystematic risk is the company-specific or industry-specific risk in a portfolio that the investor bears. Unsystematic risk is typically addressed through diversification. However, as indicated above, diversification does not guarantee better performance and cannot eliminate the risk of investment losses. Value Investment Risk. Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause a portfolio to underperform growth stocks. Growth Investment Risk. Prices of growth stocks tend to be higher in relation to their companies’ earnings and may be more sensitive to market, political and economic developments than other stocks, making their prices more volatile. Small Company Risk. Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, small capitalization companies are more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources. Commodity Risk. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political, and regulatory developments. 14  Foreign Securities and Currencies Risk. Foreign securities prices may decline or fluctuate because of: (i) economic or political actions of foreign governments, and/or (ii) less regulated or liquid securities markets. Investors holding these securities are also exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar). Interest Rate Risk. Fixed income securities and fixed income-based securities are subject to interest rate risk because the prices of fixed income securities tend to move in the opposite direction of interest rates. When interest rates rise, fixed income security prices tend to fall. When interest rates fall, fixed income security prices tend to rise. In general, fixed income securities with longer maturities are more sensitive to these price changes. Inflation Risk. When any type of inflation is present, a dollar at present value will not carry the same purchasing power as a dollar in the future, because that purchasing power erodes at the rate of inflation. Reinvestment Risk. Future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate), which primarily relates to fixed income securities. Credit Risk. The issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer’s credit rating or a perceived change in an issuer’s financial strength may affect a security’s value and impact performance. Credit risk is considered greater for fixed income securities with ratings below investment grade. Fixed income securities that are below investment grade involve higher credit risk and are considered speculative. Call Risk. During periods of falling interest rates, a bond issuer will call or repay a higher- yielding bond before its maturity date, forcing the investment to reinvest in bonds with lower interest rates than the original obligations. Regulatory Risk. Changes in laws and regulations from any government can change the market value of companies subject to such regulations. Certain industries are more susceptible to government regulation. For example, changes in zoning, tax structure or laws may impact the return on investments. Mutual Fund Risk. Mutual funds are operated by investment companies that raise money from shareholders and invests it in stocks, bonds, and/or other types of securities. Each fund will have a manager that trades the fund’s investments in accordance with the fund’s investment objective. Mutual funds charge a separate management fee for their services, so the returns on mutual funds are reduced by the costs to manage the funds. While mutual funds generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market. Mutual funds that are sold through brokers are called load funds, and those sold to investors directly from the fund companies are called no-load funds. Mutual funds come in many varieties. Some invest aggressively for capital appreciation, while others are conservative and are designed to generate income for shareholders. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). 15  Exchange Traded Fund Risk. ETFs are marketable securities that are designed to track, before fees and expenses, the performance or returns of a relevant index, commodity, bonds or basket of assets, like an index fund. Unlike mutual funds, ETFs trade like common stock on a stock exchange. ETFs experience price changes throughout the day as they are bought and sold. In addition to the general risks of investing, there are specific risks to consider with respect to an investment in ETFs, including, but not limited to: (i) an ETF’s shares may trade at a market price that is above or below its net asset value; (ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Voting Client Securities The Registrant does not vote client proxies. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation. Item 7 Client Information Provided to Portfolio Managers The Registrant shall be the Program’s portfolio manager. The Registrant shall provide non- discretionary investment advisory services specific to needs of each client. Prior to providing investment advisory services, an investment adviser representative will discuss with each client, their particular investment objective(s). The Registrant shall allocate each client’s investment assets consistent with their designated investment objective(s). Clients may, at any time, impose restrictions, in writing, on the Registrant’s services. As indicated above, each client is advised that it remains his/her/its responsibility to promptly notify the Registrant if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Item 8 Client Contact with Portfolio Managers The client shall have, without restriction, reasonable access to the Program’s portfolio manager. Item 9 Additional Information Disciplinary Information 16  The Registrant has not been the subject of any material disciplinary actions. Other Financial Industry Activities and Affiliations As disclosed above, Registrant’s representatives are registered representatives of PCS, a FINRA member broker-dealer. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. Registered Representatives of PCS. As disclosed above, certain of Registrant’s representatives are registered representatives of PCS and may effect securities brokerage transactions on a fully disclosed commission basis. Licensed Insurance Agents. Certain of Registrant’s representatives, in their individual capacities, are licensed insurance agents, and may recommend the purchase of certain insurance-related products on a commission basis. As referenced above, clients can engage certain of Registrant’s representatives, in their individual capacities as licensed insurance agents, to effect insurance transactions on a commission basis. Conflict of Interest: The recommendation by Registrant’s representatives that a client purchase a securities or insurance commission product presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend investment products based on commissions received, rather than on a particular client’s need. No client is under any obligation to purchase any commission products from Registrant’s representatives. Clients are reminded that they may purchase investment and/or insurance products recommended by Registrant and/or its representatives through other, non-affiliated registered representatives or insurance agents. MFG Tax Preparation, Inc. Registrant’s representatives, Ira Materetsky, Joseph Carpenito, and Matthew Welsh, provide separate tax preparation services through MFG Tax Preparation, Inc. and may recommend the tax preparation services to Registrant’s clients. To the extent a client determines to engage to provide tax preparation services, such services shall be provided by Mr. Materetsky, Mr. Carpenito, Mr. Welsh, in their individual capacity as tax preparers, independent of Registrant. Registrant will not receive any portion of fees charged by Mr. Materetsky, Mr. Carpenito, or Mr. Welsh for such services. Conflict of Interest: The recommendation by Mr. Materetsky, Mr. Carpenito, or Mr. Welsh that a client elect the tax preparation and/or accounting services of MFG Tax Preparation, Inc. presents a conflict of interest, as the receipt of fees for tax preparation and/or accounting services may provide an incentive to recommend such services, rather than recommending such services based upon a particular client’s needs. No client is under any obligation to utilize Mr. Materetsky, Mr. Carpenito, Mr. Welsh, or MFG Tax Preparation, Inc. for tax preparation and/or accounting services. Clients are reminded that they may elect to obtain tax preparation and/or accounting services recommended by Registrant through other non-affiliated tax preparers. The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective may have regarding the above conflict of interest. 17  The Registrant does not receive, directly or indirectly, compensation from investment advisors that it recommends or selects for its clients. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Registrant’s representatives that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, the Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by the Registrant or any person associated with the Registrant. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons”. The Registrant’s securities transaction policy requires that Access Persons of the Registrant must provide the Chief Compliance Officer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the Chief Compliance Officer or his/her designee with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date the Registrant selects; provided, however that at any time that the Registrant has only one Access Person, he or she shall not be required to submit any securities report described above. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated above, the Registrant has a personal securities transaction policy in place to monitor the personal securities transaction and securities holdings of each of Registrant’s Access Persons. 18  Review of Accounts For those clients to whom Registrant provides investment supervisory services, account reviews are conducted on an ongoing basis by the Registrant's Principal and/or representatives. All investment supervisory clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review financial planning issues (to the extent applicable), investment objectives and account performance with the Registrant on an annual basis. The Registrant may conduct account reviews on an other than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. Client Referrals and Other Compensation As referenced in Registrant’s Disclosure Brochure, we may receive from Pershing and Schwab, without cost (and/or at a discount), support services and/or products. Our clients do not pay more for investment transactions effected and/or assets maintained at Pershing or Schwab as result of this arrangement. There is no corresponding commitment made by us to Pershing, Schwab, or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangements. The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above arrangement and the corresponding conflict of interest presented by such arrangement. The Registrant has entered into a promoter arrangement with Ramsey Solutions in conjunction with its SmartVestor Pro program, whereby the Registrant compensates the promoter for prospective client leads on a recurring monthly flat fee basis, regardless of the success of any such leads. Financial Information The Registrant does not solicit fees of more than $1,200, per client, six months or more in advance. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. The Registrant has not been the subject of a bankruptcy petition. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Ira Materetsky, remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 19  20