MAXELE ADVISORS, LLC

Disclosure Brochure March 31, 2025 Maxele Advisors, LLC A Registered Investment Adviser This brochure provides inf ormation about the qualif ications and business practices of Maxele Advisors, LLC (hereinaf ter “Maxele”). If you have any questions about the contents of this brochure, please contact Stephen M. Erken at (314) 961- 1850. The inf ormation in this brochure has not been approved or verif ied by the United States Securities and Exchange Commission or by any state securities authority. Additional inf ormation about Maxele Advisors , LLC is available on SEC’s website at www.adviserinf o.sec.gov. Maxele Advisors, LLC is a state-registered investment adviser. Registration does not imply any level of skill or training. 20 Allen Avenue, Suite 330, Webster Groves, MO 63119 | (314) 961-1850 www.maxeleadvisors.com © MarketCounsel 2012  Maxele Advisors, LLC Disclosure Brochure Item 2. Material Changes This Item discusses only the material changes that have occurred since Maxele Advisors, LLC last annual update, dated March 31, 2024. There are no material changes to report pursuant to this Item. © MarketCounsel 2012 Page ii  Maxele Advisors, LLC Disclosure Brochure Item 3. Table of Contents Firm Disclosure Brochure Item 1. Cover Page......................................................................................................................... i Item 2. Material Changes ............................................................................................................... ii Item 3. Table of Contents .............................................................................................................. iii Item 4. Advisory Business .............................................................................................................. 4 Item 5. Fees and Compensation ..................................................................................................... 5 Item 6. Perf ormance-Based Fees and Side-by-Side Management .................................................... 8 Item 7. Types of Clients ................................................................................................................. 8 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ................................................ 9 Item 9. Disciplinary Inf ormation..................................................................................................... 11 Item 10. Other Financial Industry Activities and Affiliations ............................................................... 11 Item 11. Code of Ethics ................................................................................................................. 11 Item 12. Brokerage Practices ......................................................................................................... 12 Item 13. Review of Accounts .......................................................................................................... 14 Item 14. Client Ref errals and Other Compensation .......................................................................... 15 Item 15. Custody ........................................................................................................................... 15 Item 16. Investment Discretion ....................................................................................................... 15 Item 17. Voting Client Securities ..................................................................................................... 16 Item 18. Financial Inf ormation ........................................................................................................ 16 Item 19. Requirements f or State Registered Investment Advisors ..................................................... 16 © MarketCounsel 2012 Page iii  Maxele Advisors, LLC Disclosure Brochure Item 4. Advisory Business Maxele (alternatively ref erred to as the “f irm”) provides f inancial planning and wealth management services. Prior to engaging Maxele to provide any of the f oregoing advisory services, the client is required to enter into one or more written agreements with Maxele setting f orth the terms and conditions under which Maxele renders its services (collectively the “Agreement”). Maxele is a state registered investment adviser that began of f ering services to its clients in February 2013. The f irm’s sole owner and principal is Stephen M. Erken. As of March 28, 2025, the f irm had $165,276,239 assets under management, all of which were managed on a discretionary basis. This Disclosure Brochure describes the business of Maxele. Certain sections will also describe the activities of Supervised Persons. Supervised Persons are any of Maxele’s of f icers, partners, directors (or other people occupying a similar status or perf orming similar f unctions), or employees, or any other person who provides investment advice on Maxele’s behalf and is subject to Maxele’s supervision or control. Financial Planning Services Maxele may provide its clients with a broad range of comprehensive and/or modular f inancial planning services. Comprehensive f inancial planning considers multiple aspects of a client’s f inancial situation. Topics generally include taxes, asset allocation, insurance needs, education, retirement, and estate planning. The f irm’s modular f inancial planning services may address each of these topics on a one-off basis. • Taxes – analysis of the client’s current tax situation to discuss strategies to maximize gains and minimize taxes. • Asset Allocation – review of the client’s current asset allocation to discuss the appropriateness of the allocation. • Insurance Needs – review of the client’s current insurance situation, f uture expectations and needs, and possible suitable insurance products f or the f uture. • Education – creation of a savings plan based on the estimated cost of f uture higher education expenses expected by the client and based on the potential earnings of the client. • Retirement – review of current retirement plans and vehicles with suggestions f or improving existing situations or a creation of a new retirement plan based on client’s situation and risk tolerance levels. • Estate Planning – a review of current estate plans and/or the creating of a new plan considering the client’s wishes, tax concerns, and asset transf erence issues. In perf orming its services, Maxele is not required to verif y any inf ormation received f rom the client or f rom the client’s other prof essionals (e.g., attorney, accountant, etc.) and is expressly authorized to rely on such inf ormation. Maxele may recommend the services itself , or other prof essionals implement its recommendations. Clients are advised that a conf lict of interest exists if Maxele recommends its own © MarketCounsel 2012 Page 4  Maxele Advisors, LLC Disclosure Brochure services. The client is under no obligation to act upon any of the recommendations made by Maxele under a f inancial planning engagement or to engage the services of any such recommended prof essional, including Maxele itself . The client retains absolute discretion over all such implementation decisions and is f ree to accept or reject any of Maxele’s recommendations. Clients are advised that it remains their responsibility to promptly notify Maxele if there is ever any change in their f inancial situation or investment objectives f or the purpose of reviewing, evaluating, or revising Maxele’s previous recommendations and/or services. Wealth Management Services Clients can engage Maxele to manage all or a portion of their assets on a discretionary or non- discretionary basis. Maxele primarily allocates clients’ wealth management assets among equity securities, exchange-traded f unds (“ETFs”), mutual f unds, and individual debt and/or options in accordance with the investment objectives of the client. Additional inf ormation regarding the f irm’s investment strategy is available in response to Item 8. Maxele also provides advice about any type of investment in clients' portf olios. Maxele tailors its advisory services to the individual needs of clients. Maxele consults with clients initially and on an ongoing basis to determine risk tolerance, time horizon and other f actors that may impact the clients’ investment needs. Maxele ensures that clients’ investments are suitable f or their investment needs, goals, objectives, and risk tolerance. Clients are advised to promptly notif y Maxele if there are changes in their f inancial situation or investment objectives or if they wish to impose any reasonable restrictions upon Maxele’s management services. Clients may impose reasonable restrictions or mandates on the management of their account if , in Maxele’s sole discretion, the conditions will not materially impact the perf ormance of a portf olio strategy or prove overly burdensome to its management ef f orts. Sponsor / Manager of Wrap Program Maxele is not the sponsor or manager of a wrap f ee program. Item 5. Fees and Compensation Maxele of f ers its services on a f ee basis, which may include hourly and/or f ixed f ees, as well as f ees based upon assets under management. Financial Planning Fees Maxele generally charges an hourly f ee or a f ixed f ee f or f inancial planning services based on the estimated hours involved in a project. The f irm’s hourly rate is generally $200 per hour, but ranges f rom $150 to $250 depending on the investment adviser representative (“IAR”) rendering the advice and the © MarketCounsel 2012 Page 5  Maxele Advisors, LLC Disclosure Brochure complexity involved in providing f inancial planning services. For an IAR with more than 10 years of experience the hourly rate is generally $250; f or an IAR with 5 to 10 years of experience the hourly rate is generally $200; f or an IAR with less than 5 years of experience the hourly rate is generally $150. Thes e f ees are negotiable. In general, comprehensive f inancial plans require 10 to 50 hours of time, which f luctuates based on the individual needs, complexity, and net worth of the client. For example, an individual with a net worth of up to $2,000,000 generally does not have as complicated of a f inancial situation as an individual with a net worth of at least $10,000,000. Theref ore, the f inancial planning involved f or the f ormer individual might average 10 to 20 hours, whereas the f inancial planning involved with the latter individual might average up to 50 hours. Based on an hourly rate of $200, the f irm generally provides more basic comprehensive f inancial planning services f or $2,000 to $4,000 and more involved comprehensive f inancial planning services f or up to $10,000. In the f irm’s experience, individuals with net worth in excess of $10,000,000 have more involved comprehensive f inancial planning services that generally necessitate at least 50 hours of review time and preparation work to provide tax analysis, asset allocation, investment needs analysis, and retirement and estate planning. At an average rate of $200 per hour, the f irm believes a f ixed f ee of $10,000 is appropriate. For modular f inancial planning services, the hourly rates are based on the type of module. Education planning generally requires 1 to 2 hours, or $200 to $400. Estate and/or retirement planning are generally more involved modules and may require up to 10 hours, or $2,000. Asset allocation, insurance needs, and taxes planning generally f all in the middle depending on the level of involvement requirement of the f irm’s investment adviser representatives. Once clients have received an initial f inancial plan, the f irm of fers ongoing f inancial planning services. For ongoing f inancial planning services, the f irm may charge an annual retainer f ee of $500 to $2,500, which is prorated and charged quarterly. If the client engages Maxele f or additional investment advisory services, Maxele may of f set all or a portion of its f ees f or those services based upon the amount paid f or the f inancial planning services. Prior to engaging Maxele to provide f inancial planning services, the client is required to enter into a written agreement with Maxele setting f orth the terms and conditions of the engagement. Except f or ongoing f inancial planning clients, Maxele generally requires one-half of the f inancial planning f ee (estimated hourly or f ixed) payable upon entering into the written agreement. The balance is generally due on the delivery of the f inancial plan or completion of the agreed-upon services. Wealth Management Fee Maxele provides wealth management services f or an annual f ee based upon a percentage of the market value of the assets being managed by Maxele. Maxele’s annual f ee is exclusive , and in addition to © MarketCounsel 2012 Page 6  Maxele Advisors, LLC Disclosure Brochure brokerage commissions, transaction f ees, and other related costs and expenses which are incurred by the client. Maxele does not, however, receive any portion of these commissions, f ees, and costs. Maxele’s annual wealth management f ee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by Maxele on the last day of the previous quarter. The f irm does not base its billing periods on calendar quarters, but rather the quarter-end depends on the initial date the client engaged the f irm f or wealth management services. The annual f ee varies between 0.50% to 1.50% depending upon the market value of the assets under management and the type of wealt h management services to be rendered. If the f irm is not managing the assets on an ongoing basis, but providing account oversight services to assets held and managed by other f irms, the annual f ee is 0.25% to 0.75%, which is prorated and charged quarterly, in advance, based upon the market value of the assets being advised by Maxele on the last day of the previous quarter. Maxele is not responsible f or the selection of the third-party money managers but will advise on these assets as requested by the client. Maxele, in its sole discretion, may negotiate to charge a lesser management f ee based upon certain criteria (i.e., anticipated f uture earning capacity, anticipated f uture additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client, account retention, pro bono activities, etc.). Fees Charged by Financial Institutions As f urther discussed in response to Item 12 (below), Maxele generally recommends that clients utilize the brokerage and clearing services of an independent broker-dealer f or wealth management accounts. Maxele may only implement its wealth management recommendations af ter the client has arranged f or and f urnished Maxele with all inf ormation and authorization regarding accounts with appropriate f inancial institutions. Financial institutions include but are not limited to any broker-dealers recommended by Maxele, broker-dealers directed by the client, trust companies, banks etc. (collectively ref erred to herein as the “Financial Institutions”). Clients may incur certain charges imposed by the Financial Institutions and other third parties such as custodial f ees, charges imposed directly by a mutual f und or ETF in the account, which are disclosed in the f und’s prospectus (e.g., f und management f ees and other f und expenses), def erred sales charges, odd-lot dif ferentials, transf er taxes, wire transf er and electronic f und f ees, and other f ees and taxes on brokerage accounts and securities transactions. Additionally, clients may incur brokerage commissions and transaction f ees. Such charges, f ees and commissions are exclusive of and in addition to Maxele’s f ee. Maxele’s Agreement and the separate agreement with any Financial Institutions may authorize Maxele to debit the client’s account f or the amount of Maxele’s f ee and to directly remit that management f ee to © MarketCounsel 2012 Page 7  Maxele Advisors, LLC Disclosure Brochure Maxele. Any Financial Institutions recommended by Maxele have agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed f rom the account including the amount of management f ees paid directly to Maxele. Alternatively, clients may elect to have Maxele send an invoice f or payment. Fees for Management During Partial Quarters of Service For the initial period of wealth management services, the f ees are calculated on a pro rata basis. If assets are deposited into or withdrawn f rom an account af ter the inception of a quarter, the f ee payable with respect to such assets will be prorated based on the number of days remaining in the quarter. The Agreement between Maxele and the client will continue in ef f ect until terminated by either party pursuant to the terms of the Agreement. Advisory clients are permitted to terminate the Agreement without penalty within f ive (5) business days of entering into the Agreement. Maxele’s f ees are prorated through the date of termination and any remaining balance is charged or ref unded to the client, as appropriate. Clients may make additions to and withdrawals f rom their account at any time, subject to Maxele’s right to terminate an account. Additions may be in cash or securities provided that Maxele reserves the right to liquidate any transf erred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to Maxele, subject to the usual and customary securities settlement procedures. However, Maxele designs its portf olios as long-term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. Maxele may consult with its clients about the options and ramif ications of transf erring securities. However, clients are advised that when transf erred securities are liquidated, they are subject to transaction f ees, f ees assessed at the mutual f und level (i.e., contingent def erred sales charge) and/or tax ramif ications. Item 6. Performance-Based Fees and Side-by-Side Management Maxele does not provide any services f or perf ormance-based f ees. Perf ormance-based f ees are those based on a share of capital gains or capital appreciation of the assets of a client. Item 7. Types of Clients Maxele provides its services to individuals, pension and prof it-s haring plans, trusts, estates, charitable organizations, corporations, and business entities. The f irm does not have any requirements f or opening or maintaining an account. © MarketCounsel 2012 Page 8  Maxele Advisors, LLC Disclosure Brochure Item 8. Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis Maxele’s primary methods of analysis includes aspects of f undamental and technical. Fundamental analysis involves the f undamental f inancial condition and competitive position of a company. Maxele will analyze the f inancial condition, capabilities of management, earnings, new products, and services, as well as the company’s markets and position amongst its competitors in order to determine the recommendations made to clients. The primary risk in using f undamental analysis is that while the overall health and position of a company may be good, market conditions may negatively impact the security. Technical analysis involves the analysis of past market data rather than specif ic company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to identif y market patterns and trends which may be based on investor sentiment rather than the f undamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the f uture. Even if the trend eventually recurs, there is no guarantee that Maxele will be able to accurately predict such a recurrence. Investment Strategies The f irm manages client portf olios through the use of model portf olios. The models are generally composed of individual debt and equity securities, ETFs, mutual f unds, but may include other securities such as alternative investments and options. Af ter a review of the client’s f inancial prof ile (including risk tolerance), Maxele determines which of its model portf olios is appropriate f or the individual client. Maxele then manages each model according to its investment strategy. Risks of Loss Mutual Funds and Exchange Traded Funds (ETFs) An investment in a mutual f und or ETF involves risk, including the loss of principal. Mutual f unds and ETF shareholders are necessarily subject to the risks stemming f rom the individual issues of the f und’s underlying portf olio securities. Such shareholders are also liable f or taxes on any f und-level capital gains, as mutual f unds and ETFs are required by law to distribute capital gains in the event, they sell securities f or a prof it that cannot be of f set by a corresponding loss. Shares of mutual f unds are generally distributed and redeemed on an ongoing basis by the f und itself or a broker acting on its behalf . The trading price at which a share is transacted is equal to a f und’s stated daily per share net asset value (“NAV”), plus any shareholders f ees (e.g., sales loads, purchase f ees, redemption f ees). The per share NAV of a mutual f und is calculated at the end of each business day, © MarketCounsel 2012 Page 9  Maxele Advisors, LLC Disclosure Brochure although the actual NAV f luctuates with intraday changes to the market value of the f und’s holdings. The trading prices of a mutual f und’s shares may dif f er signif icantly f rom the NAV during periods of market volatility, which may, among other f actors, lead to the mutual f und’s shares trading at a premium or discount to NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily f or indexed-based ETFs and more f requently f or actively managed ETFs. However, certain inef f iciencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market f or such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 50,000 shares or more). Theref ore, if a liquid secondary market ceases to exist f or shares of a particular ETF, a shareholder may have no way to dispose of such shares. Options Options allow investors to buy or sell a security at a contracted “strike” price (not necessarily the current market price) at or within a specif ic period of time. Clients may pay or collect a premium f or buying or selling an option. Investors transact in options to either hedge (limit) losses in an attempt to reduce risk or to speculate on the perf ormance of the underlying securities. Options transactions contain a number of inherent risks, including the partial or total loss of principal in the event that the value of the underlying security or index does not increase/decrease to the level of the respective strike price. Holders of options contracts are also subject to def ault by the option writer, which may be unwilling or unable to f ulf il their contractual obligations. Market Risks The prof itability of a sizable portion of Maxele’s recommendations may depend to a great extent upon correctly assessing the f uture course of price movements of stocks and bonds. There can be no assurance that Maxele will be able to predict those price movements accurately. Management Through Similarly Managed Accounts Maxele manages portf olios by allocating portf olio assets among various securities on a discretionary basis using one or more of its proprietary investment strategies (collectively ref erred to as “investment strategy”). In so doing, Maxele buys, sells, exchanges and/or transf ers securities based upon the investment strategy. Maxele’s management using the investment strategy complies with the requirements of Rule 3a-4 of the Investment Company Act of 1940, as amended. Rule 3a-4 provides similarly managed accounts, such as the investment strategy, with a saf e harbor f rom the def inition of an investment company. © MarketCounsel 2012 Page 10  Maxele Advisors, LLC Disclosure Brochure Securities in the investment strategy are usually exchanged and/or transf erred without regard to a client’s individual tax ramif ications. Certain investment opportunities that become available to Maxele’s clients may be limited. As f urther discussed in response to Item 12 (below), Maxele allocates investment opportunities among its clients on a f air and equitable basis. General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear such loss. Item 9. Disciplinary Information Maxele is required to disclose the f acts of any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of management. Maxele does not have any required disclosures to this Item. Item 10. Other Financial Industry Activities and Affiliations Maxele is required to disclose any relationship or arrangement that is material to its advisory business or to its clients with certain related persons. Maxele is not engaged in any other f inancial industry activities and does not have any af f iliations that are otherwise material to the f irm’s advisory business. Item 11. Code of Ethics Maxele and persons associated with Maxele (“Associated Persons”) are permitted to buy or sell securities that it also recommends to clients consistent with Maxele’s policies and procedures. Maxele has adopted a code of ethics that sets f orth the standards of conduct expected of its associated persons and requires compliance with applicable securities laws (“Code of Ethics”). Maxele’s Code of Ethics contains written policies reasonably designed to prevent the unlawf ul use of material non-public inf ormation by Maxele or any of its associated people. The Code of Ethics also requires that certain of Maxele’s personnel (called “Access Persons”) report their personal securities holdings and transactions and obtain pre-approval of certain investments such as initial public of f erings and limited of f erings. When Maxele is engaging in or considering a transaction in any security on behalf of a client, no Access Person may ef f ect f or themselves or f or their immediate f amily (i.e., spouse, minor children, and adults living in the same household as the Access Person) a transaction in that security unless: • The transaction has been completed. the transaction f or the Access Person is completed as part of a batch trade (as def ined below in • Item 12) with clients; or © MarketCounsel 2012 Page 11  Maxele Advisors, LLC Disclosure Brochure • A decision has been made not to engage in the transaction f or the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certif icates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual f unds or money market f unds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual f unds. This Code of Ethics has been established recognizing that some securities trade in suf f iciently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Theref ore, under certain limited circumstances, exceptions may be made to the policies stated above. Clients and prospective clients may contact Maxele to request a copy of its Code of Ethics. Item 12. Brokerage Practices Maxele generally recommends that clients utilize the brokerage and clearing services of Fidelity Institutional Wealth Services (“Fidelity”) f or wealth management accounts. Factors which Maxele considers in recommending Fidelity or any other broker-dealer to clients include their respective f inancial strength, reputation, execution, pricing, research, and service. Fidelity enables Maxele to obtain many mutual f unds without transaction charges and other securities at nominal transaction charges. In addition, Fidelity has agreed to compensate clients f or any transf er f ees that may be assessed f or moving their account(s) to Fidelity. The commissions and/or transaction f ees charged by Fidelity may be higher or lower than those charged by other Financial Institutions. The commissions paid by Maxele’s clients comply with Maxele’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualif ied Financial Institution might charge to af f ect the same transaction where Maxele determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative f actor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the f ull range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates, and responsiveness. Maxele seeks competitive rates but may not necessarily obtain the lowest possible commission rates f or client transactions. Maxele periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. The client may direct Maxele in writing to use a particular Financial Institution to execute some or all transactions f or the client. In that case, the client will negotiate terms and arrangements f or the account © MarketCounsel 2012 Page 12  Maxele Advisors, LLC Disclosure Brochure with that Financial Institution, and Maxele will not seek better execution services or prices f rom other Financial Institutions or be able to “batch” client transactions f or execution through other Financial Institutions with orders f or other accounts managed by Maxele (as described below). As a result, the client may pay higher commissions or other transaction costs or greater spreads, or receive less f avorable net prices, on transactions f or the account than would otherwise be the case. Subject to its duty of best execution, Maxele may decline a client’s request to direct brokerage if , in Maxele’s sole discretion, such directed brokerage arrangements would result in additional operational dif f iculties or violate restrictions imposed by other broker-dealers (as f urther discussed below). Transactions f or each client generally will be af f ected independently, unless Maxele decides to purchase or sell the same securities f or several clients at approximately the same time. Maxele may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more f avorable commission rates, or to allocate equitably among Maxele’s clients dif ferences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among Maxele’s clients pro rata to the purchase and sale orders placed f or each client on any given day. To the extent that Maxele determines to aggregate client orders f or the purchase or sale of securities, including securities in which Maxele’s Supervised Persons may invest, Maxele generally does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Maxele does not receive any additional compensation or remuneration as a result of the aggregation. In the event that Maxele determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant f actors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portf olios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it f rom purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unf oreseen changes in an account’s assets af ter an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, Maxele may exclude the account(s) f rom the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Consistent with obtaining the best execution, brokerage transactions may be directed at certain broker- dealers in return f or investment research products and/or services which assist Maxele in its investment decision-making process. Such research generally will be used to service all of Maxele’s clients, but brokerage commissions paid by one client may be used to pay f or research that is not used in managing © MarketCounsel 2012 Page 13  Maxele Advisors, LLC Disclosure Brochure that client’s portf olio. The receipt of investment research products and/or services as well as the allocation of the benef it of such investment research products and/or services poses a conf lict of interest because Maxele does not have to produce or pay f or the products or services. Software and Support Provided by Financial Institutions Maxele may receive f rom Fidelity, without cost to Maxele, computer sof tware and related systems support, which allow Maxele to better monitor client accounts maintained at Fidelity. Maxele may receive the sof tware and related support without cost because Maxele renders wealth management services to clients that maintain assets at Fidelity. The sof tware and support are not provided in connection with securities transactions of clients (i.e., not “sof t dollars”). The sof tware and related systems support may benef it Maxele, but not its clients directly. In f ulf illing its duties to its clients, Maxele endeavors at all times to put the interests of its clients f irst. Clients should be aware, however, that Maxele’s receipt of economic benef its f rom a broker-dealer creates a conf lict of interest since these benef its may inf luence Maxele’s choice of broker-dealer over another broker-dealer that does not f urnish similar sof tware, systems support, or services. Additionally, Maxele may receive the f ollowing benef its f rom Fidelity through the Fidelity Institutional Wealth Services Group: receipt of duplicate client conf irmations and bundled duplicate statements; access to a trading desk that exclusively services its Institutional Wealth Services Group participants; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access to an electronic communication network f or client order entry and account inf ormation. Item 13. Review of Accounts For those clients to whom Maxele provides wealth management services, Maxele monitors those portf olios as part of an ongoing process while regular account reviews are conducted on at least a quarterly basis. For those clients to whom Maxele provides f inancial planning services, reviews are conducted on an “as needed” basis. Such reviews are conducted by one of Maxele’s investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with Maxele and to keep Maxele inf ormed of any changes thereto. Maxele contacts ongoing investment advisory clients at least annually to review their previous services and/or recommendations and to discuss the impact resulting f rom any changes in the client’s f inancial situation and/or investment objectives. Unless otherwise agreed upon, clients are provided with transaction conf irmation notices and regular summary account statements directly f rom the broker-dealer or custodian f or the client accounts. Those clients to whom Maxele provides investment advisory services will also receive a report f rom Maxele that may include such relevant accounts and/or market-related inf ormation such as an inventory of account © MarketCounsel 2012 Page 14  Maxele Advisors, LLC Disclosure Brochure holdings and account perf ormance on a quarterly basis. Clients should compare the account statements they receive f rom their custodian with those they receive f rom Maxele. Those clients to whom Maxele provides f inancial planning services will receive reports f rom Maxele summarizing its analysis and conclusions as requested by the client or as otherwise agreed to in writing by Maxele. Item 14. Client Referrals and Other Compensation Maxele is required to disclose any relationship or arrangement where it receives an economic benef it f rom a third party (non-client) f or providing advisory services. In addition, Maxele is required to disclose any direct or indirect compensation that it provides f or client ref errals. Maxele may receive economic benef its f rom non-clients f or providing advice or other advisory services to clients. This type of relationship poses a conf lict of interest, and any such relationship is disclosed in response to Item 12 above. The f irm does not provide compensation f or client ref errals. Item 15. Custody Maxele’s Agreement and/or the separate agreement with any Financial Institution may authorize Maxele through such Financial Institution to debit the client’s account f or the amount of Maxele’s f ee and to directly remit that management f ee to Maxele in accordance with applicable custody rules. The Financial Institutions recommended by Maxele have agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed f rom the account including the amount of management f ees paid directly to Maxele. In addition, as discussed in Item 13, Maxele also sends periodic supplemental reports to clients. Clients should caref ully review the statements sent directly by the Financial Institutions and compare them to those received f rom Maxele. Item 16. Investment Discretion Maxele is generally given the authority to exercise discretion on behalf of clients. Maxele is considered to exercise investment discretion over a client’s account if it can af f ect transactions f or the client without f irst having to seek the client’s consent. Maxele is given this authority through a power-of -attorney included in the agreement between Maxele and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). Maxele takes discretion over the f ollowing activities: • The securities to be purchased or sold. • The number of securities to be purchased or sold; and © MarketCounsel 2012 Page 15  Maxele Advisors, LLC Disclosure Brochure • When transactions are made. Item 17. Voting Client Securities Maxele is required to disclose if it accepts authority to vote client securities. Maxele does not vote on client securities on behalf of its clients. Clients receive proxies directly f rom the Financial Institutions and may contact the f irm with any questions by calling the number on the cover of this Disclosure Brochure. Item 18. Financial Information Maxele does not require or solicit the prepayment of more than $500 in f ees six months or more in advance. In addition, Maxele is required to disclose any f inancial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. Maxele has no disclosures pursuant to this Item. Item 19. Requirements for State Registered Investment Advisors STEPHEN M. ERKEN Born 1960 Post-Secondary Education Washington University │ M.B.A., Business Administration │ 1985 St. Louis University │ B.A., Psychology │ 1982 Recent Business Background Maxele Advisors, LLC │ Principal and Certif ied Financial Planner™ Prof essional │ February 2013 – Present AXA Advisors, LLC │ Registered Representative │ February 1988 – February 2013 Additional State Requirements None of the Supervised Persons or Maxele are compensated f or advisory services with perf ormance- based f ees. In addition, neither Maxele nor its management people have been the subject of the type of disciplinary event in the instructions to Item 19. Neither Maxele nor any of its Supervised Persons have a relationship or arrangement with any issuers of securities not disclosed in response to Item 10 (above). © MarketCounsel 2012 Page 16  Maxele Advisors, LLC Disclosure Brochure Maxele Advisors, LLC A Registered Investment Adviser Prepared by: © MarketCounsel 2012 Page 17