MCCARTHY & COX RETIREMENT & ESTATE SPECIALISTS LLC

Form ADV Part 2A Item 1 – Cover Page McCarthy & Cox Retirement & Estate Specialists LLC 127 W. 5th Street Marysville, OH 43040 937-644-0351 www.mccarthyandcox.com February 13, 2026 This brochure provides information about the qualifications and business practices of McCarthy & Cox Retirement & Estate Specialists LLC. If you have any questions about the contents of this brochure, please contact us at (937) 644-0351 or info@mccarthyandcox.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about McCarthy & Cox Retirement & Estate Specialists LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. McCarthy & Cox Retirement & Estate Specialists LLC is a registered investment adviser. Registration as an investment adviser does not imply a certain level of skill or training. Advisors of McCarthy & Cox Retirement & Estate Specialists may also do business as Yellow Finch Financial. 1  Item 2 – Material Changes The following is a summary of the material changes made to this Brochure since the last update on March 5, 2025: • Various sections of this Brochure have been amended to remove reference to our previous relationship with Commonwealth Financial Network. You may request a copy of our current Brochure at any time, without charge, by contacting us at the phone number or email address on the cover pages of this brochure. Additional information about McCarthy & Cox Retirement & Estate Specialists LLC is available via the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with McCarthy & Cox Retirement & Estate Specialists LLC who are registered, or are required to be registered, as Investment Adviser Representatives of McCarthy & Cox Retirement & Estate Specialists LLC. 2  Item 3 – Table of Contents Item 1 – Cover Page ............................................................................................................................................ 1 Item 2 – Material Changes .................................................................................................................................. 2 Item 3 – Table of Contents .................................................................................................................................. 3 Item 4 – Advisory Business ................................................................................................................................ 4 Item 5 – Fees and Compensation ....................................................................................................................... 8 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................................... 14 Item 7 – Types of Clients .................................................................................................................................. 14 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ......................................................... 14 Item 9 – Disciplinary Information .................................................................................................................... 21 Item 10 – Other Financial Industry Activities and Affiliations ...................................................................... 21 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............ 22 Item 12 – Brokerage Practices ......................................................................................................................... 23 Item 13 – Review of Accounts .......................................................................................................................... 25 Item 14 – Client Referrals and Other Compensation ...................................................................................... 25 Item 15 – Custody ............................................................................................................................................. 25 Item 16 – Investment Discretion ..................................................................................................................... 26 Item 17 – Voting Client Securities .................................................................................................................... 26 Item 18 – Financial Information ....................................................................................................................... 27 3  Item 4 – Advisory Business About Us McCarthy &Cox Retirement & Estate Specialists LLC (“McCarthy & Cox”) is a registered investment adviser, offering financial planning and asset management services to clients. McCarthy & Cox has been in business since 1999, and its principal owners are James Cox, Ryan Mickelson, Megan McCarthy Collins, and Mark Finney. McCarthy & Cox advisors may also do business as Yellow Finch Financial,. This Brochure is designed to provide detailed and clear information relating to each item noted in the table of contents. Certain disclosures are repeated in one or more items, and/or other items are referred to in an effort to be as comprehensive as possible on the broad subject matters discussed. Within this Brochure, certain terms in either upper- or lowercase are used as follows: • • • “We,” “us,” and “our” refer to McCarthy & Cox Retirement & Estate Specialists LLC “Advisor” refers to persons who provide investment recommendations or advice on behalf of McCarthy & Cox Retirement & Estate Specialists LLC. “You,” “yours,” and “client” refer to clients of McCarthy & Cox Retirement & Estate Specialists LLC and its advisors. Description of Services Available McCarthy & Cox offers a suite of investment advisory services and programs to its advisors for use with their clients. Our investment advisory services and programs are designed to accommodate a wide range of client investment philosophies, goals, needs, and investment objectives. Through these various advisory programs and services, clients have access to a wide range of securities products, including, but not limited to, common and preferred stocks; municipal, corporate, and government fixed income securities; mutual funds; exchange-traded products (“ETPs”); options and derivatives; unit investment trusts (“UITs”); and variable and fixed-indexed insurance products, as well as other products and services, including a variety of asset allocation services, financial planning, and consulting services. Our advisors may also offer advice related to direct participation programs, private placements, and other alternative investments, such as alternative energy programs, research and development programs, leasing programs, real estate programs, and pooled commodities futures programs. McCarthy & Cox offers the following programs: Financial Planning Services McCarthy & Cox’s advisors provide advisory consulting services on a wide range of topics, including, but not limited to, comprehensive financial planning, budgeting and cash flow analysis, major purchases, education planning, retirement income/longevity planning, portfolio analysis, estate planning analysis, investment analysis, business succession planning, insurance audit and fringe benefit analysis. Our financial planning process begins with a consultation to determine your assets, liabilities, investment objectives, present and future foreseeable financial obligations, income, and risk tolerance. Using this information, we will create a financial plan consistent with your needs. When the plan is completed, we will meet with you to present the plan and answer any question you may have. You may also engage us for an annual update of your financial plan. The fees for both the initial plan and subsequent annual updates (if desired) are listed in Item 5 of this brochure. 4  Wealth Management Consulting: We provide advisory consulting services on a wide range of topics, including, but not limited to, comprehensive financial planning, budgeting and cash flow analysis, major purchases, education planning, retirement income/longevity planning, portfolio analysis, estate planning analysis, investment analysis, business succession planning, and fringe benefit analysis. Clients may engage our advisors for consulting services on a negotiated hourly, flat, or fixed-fee basis. Fees may be paid at the time of service, in advance of service, or after service has been rendered. If fees are being charged on an hourly basis, they may not exceed $500 per hour. Clients may also elect to enter into consulting or financial planning engagements with advisors separately from, in addition to, or as part of their managed account program, as may be agreed between the client and advisor. Retirement Plan Consulting: We provide a fee-for-service consulting program whereby our advisors offer onetime or ongoing advisory services to qualified retirement plans. Qualified plan clients may engage our advisors for Retirement Plan Consulting services on a negotiated hourly, flat, fixed, or asset- based fee basis. The maximum annual consulting fee, when stated as a percentage of assets, is 1.50% and is negotiable. Hourly fees may not exceed $500 per hour. It is the responsibility of the plan sponsor to ensure these fees are reasonable. Fees may be paid at the time of service, in advance of service, or after service has been rendered. Through the Retirement Plan Consulting Program, advisors assist plan sponsors with their fiduciary duties and provide individualized advice based upon the needs of the plan and/or plan participants regarding investment management matters, such as: Investment policy statement support • • Plan menu design and monitoring • Service provider support • Participant advice programs Plan Participant Consulting: We provide a fee-for-service consulting program whereby advisors offer ongoing advisory services to an individual retirement account (“IRA”) formed under a SIMPLE IRA Plan. Through the Plan Participant Consulting Program, advisors are able to assist a client with a variety of advisory services such as: • Financial planning and portfolio analysis • Education on the options available through the SIMPLE IRA Plan • Recommended asset allocation Exchange Traded Funds McCarthy & Cox serves as the subadvisor to an affiliated exchange traded fund (“MC Trio Equity Buffered ETF”). Information pertaining to the affiliated fund is described in more detail in the prospectus for the fund. Additional information is available at https://www.mctrio.com. Wrap Fee Programs McCarthy & Cox does not participate in a Wrap Fee program. Program Choices The specific advisory program you select may cost you more or less than purchasing program services separately. Factors that bear upon the cost of a particular advisory program in relation to the cost of the same services purchased separately include, but may not be limited to, the type and size of the account; the historical or expected size or number of trades for the account; the types of securities and strategies 5  involved; the amount of fees, commissions, and other charges that apply at the account or transaction level; and the number and range of supplementary advisory and client-related services provided to the account. Lower fees for comparable services may be available from other sources. No Legal or Tax Advice Investment recommendations and advice offered by McCarthy & Cox and its advisors do not constitute legal, tax, or accounting advice. Clients should coordinate and discuss the impact of the financial advice they receive from their advisor with their attorney and accountant. Clients should also inform their advisor promptly of any changes in their financial situation, investment goals, needs, or objectives. Failure to notify the advisor of any material changes could result in investment advice not meeting the changing needs of the client. IRA Rollover Considerations As part of our financial planning and advisory services, we may provide you with recommendations and advice concerning your employer retirement plan or other qualified retirement account. When appropriate, we may recommend that you withdraw the assets from your employer’s retirement plan or other qualified retirement account and roll the assets over to an individual retirement account (“IRA”) to be managed by our firm or a Third Party that we recommend. If you elect to roll the assets to an IRA under our management, we will charge you an asset-based fee as described in Item 5. This practice presents a conflict of interest because our Advisory Representative has an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Furthermore, if you do complete the rollover, you are under no obligation to have your IRA assets managed under our program or a Third-Party Managed Program. You have the right to decide whether to complete the rollover and the right to consult with other financial professionals. Some employers permit former employees to keep their retirement assets in their company plan. Also current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of each. An employee will typically have four options: 1. Leave the funds in your employer’s (former employer’s) plan. 2. Roll over the funds to a new employer’s retirement plan. 3. Cash out and take a taxable distribution from the plan. 4. Roll the funds into an IRA rollover account. Each of these options has advantages and disadvantages. Before making a change, we encourage you to speak with your financial advisor, CPA and/or tax attorney. Before rolling over your retirement funds to an IRA for us to manage or to a Third-Party Managed Program, carefully consider the following. NOTE: This list is not exhaustive. 1. Determine whether the investment options in your employer’s retirement plan address your needs or whether other types of investments are needed. a. Employer retirement plans generally have a more limited investment menu than IRAs. b. Employer retirement plans may have unique investment options not available to the public, such as employer securities or previously closed funds. 2. Your current plan may have lower fees than our fee and/or the Third-Party Manager’s fee combined. a. If you are interested in investing only in mutual funds, you should understand the cost 6  structure of the share classes available in your employer’s retirement plan and how the costs of those share classes compare with those available in an IRA. 3. You should understand the various products and services available through an IRA provider and 4. their costs. It is likely you will not be charged a management fee and will not receive ongoing asset management services unless you elect to have such services. If your plan offers management services, the fee associated with the service may be more or less than our fee and/or the Third- Party Manager’s fee combined. 5. The Third-Party Manager’s or our management strategy may have higher risk than the options provided to you in your plan. 6. Your current plan may offer financial advice, guidance, management and/or portfolio options at 7. no additional cost. If you keep your assets titled in a 401(k) or retirement account, you could potentially delay your required minimum distribution beyond the required minimum distribution age. 8. Your 401(k) may offer more liability protection than a rollover IRA; each state varies. Generally, Federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies; however, there can be exceptions. Consult an attorney if you are concerned about protecting your retirement plan assets from creditors. 9. You may be able to take out a loan on your 401(k), but not from an IRA. 10. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or a home purchase. 11. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 12. Your plan may allow you to hire us or another firm as the manager and keep the assets titled in the plan name. It is important that you understand your options, their features, and their differences, and decide whether a rollover is best for you. If you have questions, contact us at our main number listed on the cover page of this brochure. In addition to complying with applicable SEC rules, McCarthy & Cox is subject to certain rules and regulations adopted by the U.S. Department of Labor when we provide nondiscretionary investment advice to retirement plan participants and IRA owners. When these DOL rules apply, our advisors and McCarthy & Cox are “fiduciaries,” for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the Internal Revenue Code of 1986 (“the Code”), as amended. Therefore, McCarthy & Cox and our advisors may not receive payments that create conflicts of interest when providing fiduciary investment advice to plan sponsors, plan participants, and IRA owners, unless we comply with a prohibited transaction exemption (“PTE”). Beginning December 20, 2021, McCarthy & Cox and our advisors will comply with ERISA and the Code by using PTE 2020-02. As fiduciaries under ERISA and the Code, we render advice that is in plan participants’ and IRA customers’ best interest. McCarthy & Cox’s and our advisors’ status as an ERISA/Code fiduciary is limited to ERISA/Code covered nondiscretionary advice and recommendations regarding rolling over a retirement account and does not extend to all situations. Individualized Services and Client-Imposed Restrictions The investment advisory services provided by our advisors depend largely on the personal information the client provides to the advisor. In order for our advisors to provide appropriate investment advice to, or, in the case of discretionary accounts, make tailored investment decisions for, the client, it is very important that clients provide accurate and complete responses to their advisor’s questions about their 7  financial condition, needs, goals, and objectives and notify the advisor of any reasonable restrictions they wish to apply to the securities or types of securities to be bought, sold, or held in their managed account. It is also important that clients promptly inform their advisor of any changes in their financial condition, investment objectives, personal circumstances, or reasonable investment restrictions pertaining to the management of their account, if any, that may affect their overall investment goals and strategies or the investment advice provided or investment decisions made by their advisor. In general, the client’s advisor is responsible for delivering investment advisory services to clients, and clients generally deal with matters relating to their accounts by contacting their advisor directly. Of course, clients may contact McCarthy & Cox directly with questions about the advisory services offered by our firm. Assets Under Management As of 1/31/2026, McCarthy & Cox manages $ 112,850,000 in assets. All assets are managed on a discretionary basis. Program Choice Conflicts of Interest Clients should be aware that the compensation to McCarthy & Cox and your advisor will differ according to the specific advisory programs or services provided. This compensation to McCarthy & Cox and your advisor may be more than the amounts we would otherwise receive if you participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through our firm or from other sources. McCarthy & Cox and your advisor have a financial incentive to recommend advisory programs or services that provide us higher compensation over other comparable programs or services available from our firm or elsewhere that may cost you less. For example, the costs you will incur to have your account managed by our firm may be more than what other similar firms may charge. It’s important to understand all the associated costs and benefits the program and services you select so you can decide which programs and services are best suited for your unique financial goals, investment objective, and time horizon. We encourage you to review our Form CRS and to discuss your options with your advisor. Factors that bear upon the cost of a particular advisory program in relation to the cost of the same services purchased separately include, but may not be limited to, the type and size of the account; the historical or expected size or number of trades for the account; the types of securities and strategies involved; the amount of fees and other charges that apply at the account or transaction level; and the number and range of supplementary advisory and client-related services provided to the account. Lower fees for comparable services may be available from other sources. You are under no obligation to engage us for services and are free to use the firm of your choice. Item 5 – Fees and Compensation Asset Management Programs Clients who elect to receive asset management services through one or more of McCarthy & Cox’s asset management programs will generally pay McCarthy & Cox and their advisor for those services with an annual asset management fee based on a percentage of assets under management, including cash and money market positions. The maximum account management fee that can be charged in any of our firm’s managed account program is 2.25%. Certain managed account programs have lower maximum annual fee amounts, and fee schedules will vary among programs. Clients are urged to carefully review and discuss the contents of this Brochure with their advisor, including descriptions of the various programs and services 8  offered, the fees and charges clients will pay, the means by which McCarthy & Cox and your advisor are compensated, and the conflicts of interest that exist between the client and McCarthy & Cox and your advisor in respect to each program or service offered, to determine the most appropriate programs or services for your specific needs. If suitable to client investment objectives, we will invest client assets in an exchange traded fund managed by McCarthy & Cox. In this scenario, McCarthy & Cox will receive fees from the management of fund assets, and we will receive an advisory fee for the management of advisory accounts. See Items 10 and 11 for additional disclosures. Breakpoint (Tier) Schedule A breakpoint schedule looks at the account value and compares it to a set fee schedule. Based upon the value of the account at the end of the billing period, the billable fee rate will decline as the value of the account reaches the next fee rate, or “breakpoint.” The total value of the account is compared against the fee rate for the respective value range that corresponds with the account value to determine the total account fee for that period. Unless a billing group is created, the breakpoint (tier) schedule is applied at the account level. Billing groups are maintained by McCarthy & Cox. Clients who elect to open a margin account acknowledge and agree that margin may be exercised against their account for purposes including, but not limited to, covering debits, management fees, and/or other billing and administrative costs. Management fees on margin accounts will be assessed on the equity (e.g., ownership) portion of the account and not on the account’s total market value. All McCarthy & Cox advisory fees are negotiable. Platform fees, transaction charges and other account- related fees assessed by the account custodian are not negotiable. McCarthy & Cox may waive all or a portion of the advisory management fee, whether on an ongoing or a one-time basis, in its sole discretion. In the event a client terminates an advisory agreement with McCarthy & Cox, any unearned fees resulting from payments made by clients in advance will be refunded to the client. Likewise, in the event McCarthy & Cox bills clients in arrears for services that have already been rendered, McCarthy & Cox will prorate such fees up to the termination date of the advisory agreement. Financial Planning Programs Clients of McCarthy & Cox will pay an initial financial planning fee, which will be dependent upon the complexity of the plan and resources required. Your adviser will determine which tier your engagement falls into as outlined below and subsequently listed on your McCarthy & Cox Wealth Management Agreement. Silver Gold Platinum $500-$1,500 $1,501-$4,999 $5,000-10,000 Wealth Management Consulting: The McCarthy & Cox Wealth Management Consulting Programs provide clients with the option of paying an annual fee for ongoing services, a flat fee, or an hourly rate not to exceed $500. The fee amount a client will pay is negotiable between the client and his or her advisor and may either be paid at the time of service, in advance of service, or after services have been rendered (“in arrears”). Annual fees may be paid in monthly, quarterly, semiannual, or annual installments as agreed between the client and the advisor. Retirement Plan Consulting: The Retirement Plan Consulting Program provides clients with the option of 9  paying an annual fee for ongoing services based on a percentage of assets under advisement, a flat fee, or an hourly rate not to exceed $500. The fee amount a client will pay is negotiable between the client and the advisor and will be associated with all services provided by the advisor under the Retirement Plan Consulting Agreement. Fees may be paid directly from qualified plan assets or may be direct billed, as agreed between the client and the advisor qualified plan assets or may be direct billed, as agreed between the client and the advisor. Managed Account Fee Collection Process Managed account fees are typically automatically charged to the client’s account pursuant to instructions provided to the account custodian by McCarthy & Cox. Managed account fees are assessed pursuant to the fee arrangements stated above. Accounts that increase or decrease in value to exceed or drop into the next tier will automatically be adjusted as of quarter end. Certain accounts may be exempt from the tier schedule at the sole discretion of McCarthy and Cox. Rather than automatic fee debiting from a client’s account, clients may also have the ability to be direct billed by writing a check to McCarthy & Cox for the fee amount or instructing McCarthy & Cox to charge the fee to one of the client’s other McCarthy & Cox accounts. Managed account clients will generally pay fees quarterly, in advance. Consulting clients will pay fees at time of service, in advance of service, or in arrears, as well as in monthly, quarterly, semiannual, or annual installments, as agreed to between the client and the advisor. The initial quarterly fee will be prorated based on the number of billing days in the initial quarter. Fees are based on account value and account type and are negotiable. Other methods of fee calculation exist or are possible, depending on the specific program, the services provided, client circumstances, and the account size. These methods include, but are not limited to, hourly, flat, and breakpoint fee billing. Additional deposits of funds and/or securities during a particular calendar quarter are subject to billing on a pro rata basis. Clients who withdraw funds from a managed account during a billing period are not generally entitled to a pro rata refund unless they are terminating their managed account program client agreement. McCarthy & Cox allows for the aggregation of assets among a client’s “related” managed accounts for purposes of determining the value of AUM and the applicable advisory fee to be paid by a client. McCarthy & Cox reserves the right to determine whether client accounts are “related” for purposes of aggregating a client’s accounts together for a reduction in the percentage fee amount. 10  Other Fees and Costs Clients incur certain charges in connection with certain investments, transactions, and services in your account. The actual fees and charges that clients will incur are dependent upon the type of account and the nature and quantity of the transactions that occur, the services that are provided, or the positions that are held in the account. Additional fees and charges that clients will typically pay include, but are not limited to: o Mutual fund or money market 12b-1 fees, subtransfer agent fees, and distributor fees o Mutual fund and money market management fees and administrative expenses o Mutual fund transaction and redemption fees o Certain deferred sales charges on mutual funds purchased or transferred into the account o Other transaction charges and service fees o IRA and qualified retirement plan fees o Other charges that may be required by law o Brokerage account fees and charges Mutual Fund Share Classes In most cases, mutual fund companies offer multiple share classes of the same mutual fund. Some share classes of a fund charge higher internal expenses, whereas other share classes of a fund charge lower internal expenses. Institutional and advisory share classes typically have lower expense ratios and are less costly for a client to hold than Class A shares or other share classes that are eligible for purchase in an advisory account. Mutual funds that offer institutional share classes, advisory share classes, and other share classes with lower expense ratios are available to investors who meet specific eligibility requirements that are described in the mutual fund’s prospectus or its statement of additional information. These eligibility requirements include, but may not be limited to, investments meeting certain minimum dollar amounts and accounts that the fund considers qualified fee-based programs. The lowest-cost mutual fund share class for a fund may not be offered through our clearing firm or made available by McCarthy & Cox for purchase within our managed accounts. Clients should never assume that they will be invested in the share class with the lowest possible expense ratio or cost. McCarthy & Cox urges clients to discuss with their advisor whether lower-cost share classes are available in their program account. Clients should also ask their advisor why the funds or other investments that will be purchased or held in their managed account are appropriate for them in consideration of their expected holding period, investment objective, risk tolerance, time horizon, financial condition, amount invested, trading frequency, the amount of the advisory fee charged, whether the client will pay transaction charges for fund purchases and sales, whether clients will pay higher internal fund expenses in lieu of transaction charges that could adversely affect long-term performance, and relevant tax considerations. Your advisor may recommend, select, or continue to hold a fund share class that charges you higher internal expenses than other available share classes for the same fund. Prorated Rebate of Fees Paid in Advance In the event a client terminates an advisory agreement with McCarthy & Cox and his or her advisor, any unearned fees resulting from advanced payments will be refunded to the client. Likewise, in the event McCarthy & Cox bills clients in arrears for services that have already been rendered, McCarthy & Cox will prorate such fees up to the termination date of the advisory agreement. Other Forms of Compensation As mentioned above, an ongoing asset management fee, billed quarterly in advance, is the most common 11  method of payment for the client and compensation to McCarthy & Cox and the advisor. In some cases, the annual account fee may be payable monthly in advance, and certain managed account programs charge fees in arrears or will have differing methods of fee calculation. Please refer to the respective program description in this Brochure, to the respective client agreement, and to the respective TPAM Program Brochure (if applicable) for specific information about the maximum fee allowed, the varying fee schedules of each program, and the methods of fee billing for the program(s) you select. When McCarthy & Cox provides individual financial planning services for a client, the client typically pays for services rendered on a one-time basis, but compensation may be ongoing. For Qualified Plan Consulting, the fee may be an hourly, flat, fixed, or asset-based fee for providing one-time, or ongoing, advisory services to a plan. For individual financial planning services, the fee is typically an hourly, flat, or fixed fee. For both types of services, payment may be made either at the time of the service, in advance, or in arrears. Clients should make checks payable to McCarthy & Cox only in relation to financial planning services. Checks for Qualified Plan Consulting Services should be made payable to McCarthy & Cox. Checks should never be made payable to the advisor or any other entity under the control of the advisor in relation to any programs or services offered through McCarthy & Cox. Clients who are asked or instructed by their advisor to make checks payable to the advisor or any entity under control of the advisor should contact Mark Finney directly for verification. Clients should be aware that, when assets are invested in shares of mutual funds, variable insurance products, and certain alternative investments within a managed account program, clients will pay investment advisory fees to McCarthy & Cox and to the advisor for their advisory services in connection with the investments. In addition to the payments received by McCarthy & Cox and the advisor, clients will also pay management fees, mutual fund and money market 12b-1 fees, subtransfer agent fees, mutual fund and money market administrative expenses, mutual fund transaction fees, certain deferred sales charges and redemption fees on previously purchased mutual funds, annuity internal expenses and fees, and other fees charged by the investment company, insurance product, or alternative investment sponsor, which are typically charged to clients as an internal expense of the product. These internal expenses are described in the prospectus or offering document for the specific product. Clients may be able to invest directly in the investment company, insurance product, or alternative investment without incurring the investment advisory fees, platform fees, or transaction charges assessed by McCarthy & Cox or their advisor. If a client’s assets are invested in a fee-based annuity, the client will pay both the direct management fee to McCarthy & Cox and their advisor for the advisory services provided by McCarthy & Cox and the advisor in connection with that investment and, indirectly, the management and other fees charged by the underlying annuity investment options, as well as the charges assessed by the insurance company for the product. Of course, clients should also be aware of the tax implications of investing, as well as of the existence of deferred sales charges or redemption fees charged by some product sponsors for positions the client subsequently sells in McCarthy & Cox managed accounts. Special Disclosures for ERISA Plans: In this Brochure, McCarthy & Cox has disclosed conflicts of interest, such as receiving additional compensation from third parties (e.g., 12b-1 fees, subtransfer agent fees, and revenue sharing) for providing marketing, recordkeeping, or other services in connection with certain investments. RIA NAME, however, has adopted policies and procedures that are designed to ensure compliance with the prohibited transaction rules under the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. For example, McCarthy & Cox has taken several steps to address the conflict of interest associated with McCarthy & Cox’s or McCarthy & Cox’s advisors’ receipt of compensation for services provided to ERISA plans. 12  First, an advisor negotiates the compensation with ERISA plan sponsors or participants (“ERISA clients”) and the compensation is either an annual fee for ongoing services based on a percentage of assets under advisement, a flat fee, or an hourly rate. Second, to the extent that an advisor receives additional compensation from a third party, the advisor must report it to McCarthy & Cox to enable the additional compensation to be offset against the fees that the ERISA clients would otherwise pay for the advisor’s services. Third, McCarthy & Cox has established a policy not to influence any advisor’s advice or management of assets at any time or for any reason based on any compensation that McCarthy & Cox or the advisor might receive from third parties. In no event will McCarthy & Cox allow advisors to provide advice or manage assets for ERISA clients if they have conflicts of interest that McCarthy & Cox believes are prohibited by ERISA. As a covered service provider to ERISA plans, McCarthy & Cox will comply with the U.S. Department of Labor regulations on fee disclosures, effective July 16, 2011 (or such other date as provided by the Department). Thus, McCarthy & Cox and its advisors will disclose (i) direct compensation received from ERISA clients; (ii) indirect compensation (e.g., 12b-1 fees) received from third parties; and (iii) transaction-based compensation (e.g., commissions) or other similar compensation shared with related parties 13  servicing the ERISA plan. These fee disclosures will be made reasonably in advance of entering into, renewing, or extending the advisory service agreement with the ERISA client. Item 6 – Performance-Based Fees and Side-By-Side Management McCarthy & Cox does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client). Item 7 – Types of Clients McCarthy & Cox generally provides advisory services to the following types of clients: Individuals (other than high net worth individuals) • • High net worth individuals • Pension and profit-sharing plans • Charitable organizations • Corporations or other businesses not listed above McCarthy & Cox’s managed account programs generally have a $250,000 minimum investment requirement. In some cases, account balances may be combined at the household level to satisfy the account minimum. McCarthy & Cox may waive the minimum at our sole discretion. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Investing in securities involves risk of loss that investors should be sure they understand and should be prepared to bear. McCarthy & Cox primarily serves retail investors The firm primarily manages client assets within model portfolios. A typical model consists of 15-25 mutual funds and/or ETFs (exchange traded funds) but may include other securities and cash positions as deemed appropriate. Models are managed on a discretionary basis. The firm maintains an investment committee that meets regularly to consider adjustments to model portfolio allocations and positions. The final buy/sell decisions for all investments models rest with the Chief Investment Officer. There are several sources of information that McCarthy & Cox and the advisor may use as part of the investment analysis process. These sources include, but are not limited to: • Prospectuses and offering materials • Product and sponsor sales materials • Sponsor due diligence meetings and product presentations • Financial publications • Research, software, and materials prepared by third parties • Corporate rating services • SEC filings (annual reports, prospectus, 10-K, etc.) • Company press releases As a firm, McCarthy & Cox does not favor any specific method of analysis over another and, therefore, would not be considered to have one approach deemed to be a “significant strategy.” There are, however, 14  a few common approaches that may be used by McCarthy & Cox or your advisor, individually or collectively, in the course of providing advice to clients. It is important to note that there is no investment strategy that will guarantee a profit or prevent loss. Following are some common strategies employed by advisors in the management of client accounts: • Dollar Cost Averaging (“DCA”): The technique of buying a fixed dollar amount of a particular investment on a regular schedule, regardless of the share price. More shares are purchased when prices are low, and fewer shares are bought when prices are high. DCA is believed to lessen the risk of investing a large amount in a single investment at higher price. DCA strategies are not effective and do not prevent against loss in declining markets. Asset Allocation: An investment strategy that aims to balance risk and reward by allocating assets among a variety of asset classes. At a high level, there are three main asset classes—equities (stocks), fixed income (bonds), and cash/cash equivalents—each of which has different risk and reward profiles/behaviors. Asset classes are often further divided into domestic and foreign investments, and equities are often divided into small, intermediate, and large capitalization. The general theory behind asset allocation is that each asset class will perform differently from the others in different market conditions. By diversifying a portfolio of investments among a wide range of asset classes, advisors seek to reduce the overall volatility and risk of a portfolio through avoiding overexposure to any one asset class during various market cycles. Asset allocation does not guarantee a profit or protect against loss. Fundamental Analysis: A method of evaluating a security that entails attempting to measure its intrinsic value by examining related economic, financial, and other qualitative and quantitative factors. Fundamental analysts attempt to study everything that can affect the security’s value, including macroeconomic factors (e.g., the overall economy and industry conditions) and company-specific factors (e.g., financial condition and management). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security’s current price, with the aim of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). This method of security analysis is considered to be the opposite of technical analysis. Quantitative Analysis: An analysis technique that seeks to understand behavior by using complex mathematical and statistical modeling, measurement, and research. By assigning a numerical value to variables, quantitative analysts try to replicate reality mathematically. Some believe that it can also be used to predict real-world events, such as changes in a share price. Qualitative Analysis: Securities analysis that uses subjective judgment based on non-quantifiable information, such as management expertise, industry cycles, strength of research and development, and labor relations. This type of analysis technique is different from quantitative analysis, which focuses on numbers. The two techniques, however, are often used together. Risks of Loss Regardless of what investment strategy or analysis is undertaken, investing in securities involves risk of loss that clients must be prepared to bear; in fact, some investment strategies could result in total loss of your investment. Some risks may be avoided or mitigated, while others are completely unavoidable. Some of the common risks you should consider prior to investing include, but are not limited to: Market risks: The prices of, and the income generated by, the common stocks, bonds, and other securities 15  you own may decline in response to certain events taking place around the world, including those directly involving the issuers; conditions affecting the general economy; overall market changes; local, regional, or global political, social, or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate, and commodity price fluctuations. Interest rate risks: The prices of, and the income generated by, most debt and equity securities will most likely be affected by changing interest rates and by changes in the effective maturities and credit ratings of these securities. For example, the prices of debt securities generally decline when interest rates rise and increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, “call,” or refinance a security before its stated maturity date, which would typically result in having to reinvest the proceeds in lower-yielding securities. Credit risks: Debt securities are also subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default. Risks of investing outside the U.S.: Investments in securities issued by entities based outside the United States are often subject to the risks described above to a greater extent. Margin transactions: Securities transactions in which an investor borrows money to purchase a security, in which case the security serves as collateral on the loan, inherently have more risk than cash purchases. If the value of the shares drops sufficiently, the investor will be required to either deposit more cash into the account or sell a portion of the stock in order to maintain the margin requirements of the account. This is known as a “margin call.” An investor’s overall risk in accounts utilizing margin includes the amount of money invested plus the amount that was loaned to them. Tax considerations: Our strategies and investments may have unique and significant tax implications. Unless specifically agreed otherwise, and in writing, however, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, it is strongly recommended that you consult with a tax professional regarding the investing of your assets. Custodians and broker/dealers must report the cost basis of equities acquired in client accounts. Your custodian will default to the first in, first out (“FIFO”) accounting method for calculating the cost basis of your equity investments and average-cost for mutual fund positions. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, provide written notice to our firm immediately, and we will alert your account custodian of your individually selected accounting method. Decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Risk of loss: Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Liquidity risk: The risk of being unable to sell your investment at a fair price at a given time due to high volatility or lack of active liquid markets. You may receive a lower price, or it may not be possible to sell the investment at all. Certain structured products, interval funds, and alternative investments are less liquid than securities traded on an exchange, and you should be aware of the fact that you may not be able sell these products outside of prescribed time periods. You should consult your advisor prior to 16  purchasing products considered illiquid and in instances where changes in your financial situation and objectives may increase your need for liquidity. Inflation risk: Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of a client’s future interest payments and principal. Inflation also generally leads to higher interest rates which may cause the value of many types of fixed income investments to decline. 17  Time horizon and longevity risk: Time horizon risk is the risk that your investment horizon is shortened because of an unforeseen event (e.g., the loss of your job). This may force you to sell investments that you were expecting to hold for the long term. If you must sell at a time that the markets are down, you may lose money. Longevity risk is the risk of outliving your savings. This risk is particularly relevant for people who are retired or nearing retirement. Recommendation of particular types of securities: We will recommend various types of securities and do not primarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it, and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. In very general terms, however, the higher the anticipated return of an investment, the higher the risk of loss associated with the investment. Descriptions of the types of securities we may recommend to you and some of their inherent risks are provided below: • Money market funds: A money market fund is technically a security, and, as such, there is a risk of loss of principal, although it is generally rare. In return for this risk, you should earn a greater return on your cash than you would expect from a Federal Deposit Insurance Corporation (“FDIC”) insured savings account (money market funds are not FDIC insured). Next, money market fund rates are variable. In other words, you do not know how much you will earn on your investment next month. The rate could go up or down. If it goes up, that may result in a positive outcome. If it goes down, however, and you earn less than you expected to, you may end up needing more cash. A final risk you are taking with money market funds has to do with inflation. Because money market funds are considered to be safer than other investments like stocks, long- term average returns on money market funds tend to be less than long-term average returns on riskier investments. Over long periods of time, inflation can eat away at your returns. Municipal securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them, including, but not limited to, the creditworthiness of the governmental entity that issues the bond, the stability of the revenue stream that is used to pay the interest to the bondholders, when the bond is due to mature, and whether the bond can be “called” prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. Bonds: Also known as corporate debt securities, bonds are typically safer investments than equity securities, but their risk can also vary widely based on the financial health of the issuer, the risk that the issuer might default, when the bond is set to mature, and whether the bond can be “called” prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as “equities” or “stocks”). In very broad terms, the value of a stock depends on the financial health of the company issuing it. Stock prices, however, can be affected by many other factors, including, but not limited to, the class of stock (e.g., preferred or common), the health of the market sector of the issuing company, and the overall health of the economy. In general, larger, more well- established companies (i.e., large-caps) tend to be safer than smaller start-up companies (i.e., small-caps), but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. 18  Mutual funds and ETFs: Mutual funds and ETFs are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund’s investments in accordance with the fund’s investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small- cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) 29 rather than balancing the fund with different types of securities. ETFs differ from mutual funds in that they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are “no load,” meaning there’s no fee to buy into or sell out of the fund, other types of mutual funds do charge such fees, which can also reduce returns. Mutual funds can also be “closed-end” or “open-end.” Open-end mutual funds continue to allow new investors indefinitely, whereas closed-end funds have a fixed number of shares to sell, which can limit their availability to new investors. Variable annuities: A variable annuity is a form of insurance where the seller or issuer (typically an insurance company) makes a series of future payments to a buyer (annuitant) in exchange for the immediate payment of a lump sum (single-payment annuity) or a series of regular payments (regular-payment annuity). The payment stream from the issuer to the annuitant has an unknown duration based principally upon the date of death of the annuitant. At this point, the contract will terminate, and the remainder of the funds accumulated will be forfeited unless there are other annuitants or beneficiaries in the contract. Annuities can be purchased to provide an income during retirement. Unlike fixed annuities that make payments in fixed amounts or in amounts that increase by a fixed percentage, variable annuities pay amounts that vary according to the performance of a specified set of investments, typically bond and equity mutual funds. Many variable annuities typically impose asset-based sales charges or surrender charges for withdrawals within a specified period. Variable annuities may impose a variety of fees and expenses, in addition to sales and surrender charges, such as mortality and expense risk charges, administrative fees, underlying fund expenses, and charges for special features, all of which can reduce the return. Real estate: Real estate is increasingly being used as part of a long-term core strategy due to increased market efficiency and increasing concerns about the future long-term variability of stock and bond returns. In fact, real estate is known for its ability to serve as a portfolio diversifier and inflation hedge. The asset class still bears a considerable amount of market risk, however. Real estate has shown itself to be very cyclical, somewhat mirroring the ups and downs of the overall economy. In addition to employment and demographic changes, real estate is also influenced by changes in interest rates and the credit markets, which affect the demand and supply of capital and, thus, real estate values. Along with changes in market fundamentals, investors wishing to add real estate as part of their core investment portfolios need to look for property concentrations by area or by property type. Because property returns are directly affected by local market basics, real estate portfolios that are too heavily concentrated in one area or property type can lose their risk mitigation attributes and bear additional risk by being too influenced by local or sector market changes. 19  Limited partnerships: A limited partnership is a financial affiliation that includes at least one general partner and a number of limited partners. The partnership invests in a venture, such as real estate development or oil exploration, for financial gain. The general partner has management authority and unlimited liability. The general partner runs the business and, in the event of bankruptcy, is responsible for all debts not paid or discharged. The limited partners have no management authority, and their liability is limited to the amount of their capital commitment. Profits are divided between general and limited partners according to an arrangement formed at the creation of the partnership. The range of risks is dependent on the nature of the partnership and disclosed in the offering documents if privately placed. Publicly traded limited partnerships have similar risk attributes to equities; however, like privately placed limited partnerships, their tax treatment is under a different tax regime from equities. You should speak to your tax adviser in regard to their tax treatment. Options contracts: Options are complex securities that involve risks and are not suitable for everyone. Option trading can be speculative in nature and carry substantial risk of loss. It is generally recommended that you only invest in options with risk capital. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a certain date (i.e., the expiration date). The two types of options are calls and puts. A call gives the holder the right to buy an asset at a certain price within a specific period of time. Calls are similar to having a long position on a stock. Buyers of calls hope that the stock will increase substantially before the option expires. A put gives the holder 30 the right to sell an asset at a certain price within a specific period of time. Puts are very similar to having a short position on a stock. Buyers of puts hope that the price of the stock will fall before the option expires. Selling options is more complicated and can be even riskier. Option trading risks are closely related to stock risks, as stock options are a derivative of stocks. Structured products: A structured product is generally a prepackaged investment strategy based on derivatives, such as a single security, a basket of securities, options, indices, commodities, debt issuances, and/or foreign currencies, and, to a lesser extent, swaps. Structured products are usually issued by investment banks or affiliates thereof. In addition to a fixed maturity, they have two components: a note and a derivative. The derivative component is often an option. The note provides for periodic interest payments to the investor at a predetermined rate, and the derivative component provides for the payment at maturity. Some products use the derivative component as a put option written by the investor that gives the buyer of the put option the right to sell to the investor the security or securities at a predetermined price. Other products use the derivative component to provide for a call option written by the investor that gives the buyer of the call option the right to buy the security or securities from the investor at a predetermined price. A feature of some structured products is a “principal guarantee” function, which offers protection of principal if held to maturity. These products are not always FDIC insured, however; they may only be insured by the issuer and, thus, have the potential for loss of principal in the case of a liquidity crisis or other solvency problems with the issuing company. Investing in structured products involves a number of risks, including, but not limited to, fluctuations in the price, level, or yield of underlying instruments; interest rates; currency values; and credit quality. They also involve the risk of substantial loss of principal, limits on participation in any appreciation of the underlying instrument, limited liquidity, credit risk of the issuer, conflicts of interest, and other events that are difficult to predict. 20  Investments may also be affected by currency controls; different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices; expropriation (occurs when governments take away a private business from its owners); changes in tax policy; greater market volatility; different securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. Investments in securities issued by entities domiciled in the United States may also be subject to many of these risks. Any of the common risks described above could adversely affect the value of your portfolio and account performance, and you can lose money. Even though these risks exist, McCarthy & Cox and your advisor will still earn the fees and other compensation described in this Brochure. Clients should carefully consider the risks of investing and the potential that they may lose principal while McCarthy & Cox and your advisor continue to earn fees and other forms of compensation. Your investments are not bank deposits and are not insured or guaranteed by the FDIC or any other governmental agency, entity, or person, unless otherwise noted and explicitly disclosed as such, and as such may lose value. Item 9 – Disciplinary Information Neither McCarthy & Cox nor its management personnel have any material disciplinary action required to be reported in this section. Item 10 – Other Financial Industry Activities and Affiliations McCarthy & Cox does not have a related person, nor does the firm or its management personnel have an affiliate relationship with any individual or entity who is a broker dealer, investment company or pooled investment vehicle, other investment adviser or financial planner, futures commission merchant or commodity pool operator, banking or thrift institution, accountant or accounting firm, lawyer or law firm, pension consultant, real estate broker, or sponsor or syndicator of a limited partnership. Advisors associated with McCarthy & Cox are also licensed insurance agents. In this role, our advisors and offer insurance products to clients when appropriate. Our firm’s insurance business is an insignificant portion of our overall business; however, our advisors will earn commission compensation if you purchase insurance from them, there will be no advisory fee associated with the product. Clients are under no obligation to purchase insurance products from our advisors and may use the insurance agent or agency of their choice to do so. Advisors spend approximately 5% of their time offering insurance products, the remainder of the advisor’s time is spent acting in the capacity of an investment adviser representative for McCarthy & Cox. McCarthy & Cox will advise clients to invest some assets under management in a registered exchange- traded fund managed by us as disclosed above. In these scenarios McCarthy & Cox would receive indirect compensation from the investment management fees that ETF Architect would receive from the clients’ assets invested in the exchange traded fund via the expense ratio. The receipt of this compensation is a conflict of interest for McCarthy & Cox in choosing where to allocate clients assets. Additionally, this arrangement incentivizes McCarthy & Cox to leverage this ETF over other alternatives, regardless of track record and performance history. McCarthy & Cox is a sub-advisor to the exchange traded funds mentioned previously and provides investment advice to ETF Architect’s portfolio managers (“ETFA Personnel”) for execution. This relationship creates a conflict of interest whereby select employees of McCarthy & Cox who 21  generate portfolio investment advice could seek to trade their personal accounts in advance of execution by the ETFA Personnel (select employees of ETF Architect who execute the trades to track the portfolio). McCarthy & Cox has adopted a Code of Ethics implemented to mitigate these potential conflicts that could result in unfair treatment of a client account or the trading public. Such practices include trading approvals required above de minimis amounts for securities traded by McCarthy & Cox personnel, blackout periods for securities trading based on circumstances, and ongoing monitoring of McCarthy & Cox personnel brokerage activity. Other Investment Advisors ETF Architect serves as the investment adviser to the MC Trio Equity Buffered ETF. Subject to the overall authority of McCarthy &Cox, ETF Architect furnishes continuous investment supervision and management to the MC Trio Equity Buffered ETF. McCarthy & Cox has engaged ETF Architect to provide certain services including but not limited to management of the MC Trio Equity Buffered ETF administration and operations. ETF Architect receives a portion of the ETF expense ratio to cover the costs associated with their administration and operation of the fund. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended, McCarthy & Cox has adopted a Code of Ethics that governs a number of conflicts of interest we have when providing our advisory services to you. Our Code of Ethics is designed to ensure that we meet our fiduciary obligations to you and to foster a culture of compliance throughout our firm. Our Code of Ethics is comprehensive and is designed to help us detect and prevent violations of securities laws and to help ensure that we keep your interests first at all times. We distribute our Code of Ethics to each supervised person at the time of his or her initial affiliation with our firm; we make sure it remains available to each supervised person for as long as he or she remains associated with our firm; and we ensure that updates to our Code of Ethics are communicated to each supervised person as changes are made. Our Code of Ethics sets forth certain standards of conduct and addresses conflicts of interest between our firm, our employees, our agents, our advisors, and our advisory clients. Clients and prospective clients of McCarthy & Cox may request a copy of our Code of Ethics at any time. McCarthy & Cox and its advisors often invest in the same securities that we recommend to clients. McCarthy & Cox and its advisors also recommend securities to, and buy and sell securities for, client accounts at or about the same time that we buy or sell the same securities for our own accounts. These activities create a conflict of interest between us and our clients. Our firm policy prohibits “trading ahead” of clients’ transactions to the detriment of clients. When McCarthy & Cox and its advisors are purchasing or selling securities for their own accounts, priority will be given to client transactions, or trades will be aggregated together to obtain an average execution price for the benefit of all parties. McCarthy & Cox as implemented surveillance and exception reports that 22  are designed to identify and correct situations in which firm or advisor transactions are intentionally placed ahead of client transactions to the detriment of clients. Potential conflicts of interest may exist if McCarthy & Cox or one of our related persons engages in a transaction in which it buys or sells for a client, securities, in which we have a material financial interest. McCarthy & Cox may recommend to clients that they buy or sell shares of an exchange traded fund in which we have some financial interest by serving as sub-adviser to such exchange traded fund. McCarthy & Cox and its employees will, if suitable, recommend, or effect transactions in, securities which we have a material financial interest, subject to the conditions of the Code and the provisions contained therein. Specifically, McCarthy & Cox recommends investments in a related ETF. This ETF is advised by ETF Architect. In such a scenario, McCarthy & Cox receives advisory fees from the client based on the value of assets under management in advisory accounts, including those assets invested in the sub-advised ETF, ETF Architect also receives a portion of the expense ratio fee of the ETF. It is therefore a potential conflict of interest to invest assets of clients into the related sub-advised ETF. Accordingly, McCarthy & Cox discloses the relationship with the sub-advised ETF and the fees received by us and ETF Architect. Item 12 – Brokerage Practices The Custodians and Brokers We Use McCarthy & Cox does not maintain physical custody of your assets; although we will be deemed to have custody of your assets under SEC rules if you give us authority to withdraw advisory fees from your account or if you provide us with authorization for money movement to third parties (see Item 15 - Custody below). Your assets must be maintained in an account at a “qualified custodian”, generally a broker dealer or other financial institution. We primarily recommend that our clients use National Financial Services, a registered broker-dealer, member SIPC, as a qualified custodian. At times, we may utilize other qualified custodians to hold your assets. We are independently owned and operated and are not affiliated with National Financial Services or any other qualified custodian. The qualified custodian will hold your assets in a brokerage account and buy and sell securities with our instruction. While we will recommend a qualified custodian to hold your assets, you will decide whether to do so and will open the account directly at the qualified custodian with our assistance. Not all advisers require their Client to use a particular broker-dealer or other custodian selected by the Advisor. However, if you choose not to open an account with one of the qualified custodians we recommend, we will not be able to provide asset management services to you. Consulting services not including asset management will be available in such cases if you desire. How We Select Brokers/Custodians We seek to use a custodian/broker who will hold your assets and execute transactions on terms that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others: • Combination of transaction execution services and asset custody services • Capability to execute, clear and settle trades (buy and sell securities for your account) • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, etc.) • Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds [ETFs], limited partnerships) • Availability of investment research and tools that assist us in making investment decisions. • Quality of services 23  • Competitiveness of the price of those services and willingness to negotiate the prices • Reputation, financial strength, and stability • Prior service to us and our other clients • Availability of other products and services that benefit us Your Brokerage and Custody Costs For our clients’ accounts that McCarthy & Cox maintains via National Financial Services, McCarthy & Cox and National Financial Services generally do not charge you separately for custody services but are compensated by charging you commissions or other fees on trades that are executed or settled into your account. Because of these factors, in order to minimize your trading costs, we have NFS execute most trades for your account(s). We have determined that having NFS execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How We Select Brokers/Custodians”). Periodically, we will review alternative broker-dealers and custodians in the marketplace to ensure that the custodians we use are meeting our duty to provide best execution for our clients. Best execution does not simply mean the lowest transaction cost. When examining firms, we will compare overall expertise, cost competitiveness and financial condition. The quality of execution by the custodians we use will be reviewed using publicly available trade execution data and other sources as needed. No single criteria will validate nor invalidate a custodian, but rather, all criteria taken together will be used in evaluating the currently utilized custodian. Block Trading Policy McCarthy & Cox may aggregate (“bunch”) transactions in the same security on behalf of more than one client in an effort to strive for best execution and to possibly reduce the price per share. However, aggregated or bunched orders will not reduce the transaction costs to participating clients. Typically, the process of aggregating client orders is done in order to achieve better execution, to negotiate more favorable commission rates or to allocate orders among clients on a more equitable basis in order to avoid differences in prices and transaction fees or other transaction costs that might be obtained when orders are placed independently. McCarthy & Cox conducts aggregated transactions in a manner designed to ensure that no participating client is favored over another client. Participating clients will obtain the average share price per share for the security executed that day. To the extent the aggregated order is not filled in its entirety and when possible, securities purchased or sold in an aggregated transaction will be allocated pro-rata to the participating client accounts in proportion to the size of the orders placed for each account. The amount of securities maybe increased or decreased to avoid holding odd-lot or a small number of shares for particular clients. It should be noted, McCarthy & Cox does not receive any additional compensation or remuneration as a result of aggregation. Advisory clients purchase funds at net asset value. Soft Dollars McCarthy & Cox does not use commissions to pay for research and brokerage services (i.e., soft dollar transactions). Research, along with other products and services other than trade execution, are available to McCarthy & Cox on a cash basis from various vendors. The investment advisory services provided by McCarthy & Cox may cost the client more or less than purchasing similar services separately. Clients should consider whether the appointment of NFS as the sole broker/dealer may result in certain costs or disadvantages to the client as a result of possibly 24  less favorable executions. Factors to consider include the type and size of the account and the client’s historical and expected account size or number of trades. Item 13 – Review of Accounts All asset management client accounts are reviewed by an Investment Advisor Representative (IAR) of the firm on an annual basis, or when changes in client circumstances or market conditions warrant. Securities held in managed accounts are regularly reviewed by the firm’s investment committee. Clients will be provided statements at least quarterly directly from account custodian where your assets are maintained. Additionally, you will receive confirmations of all transactions directly from account custodian. All non-retirement accounts and retirement accounts for those clients taking distributions will receive an annual tax reporting statement. Item 14 – Client Referrals and Other Compensation McCarthy & Cox receives an economic benefit from NFS in the form of the support, products and services made available to McCarthy & Cox and other investment advisors whose clients maintain their accounts on their platform. These products and services, how they benefit us, and the related conflicts of interest are described in Item 12 of this brochure. Our access to products and services is not conditioned on our firm or our advisors giving particular investment advice, such as buying particular securities for our clients. Product vendors recommended by McCarthy & Cox may provide monetary and non-monetary assistance for the purposes of funding marketing, distribution, business and client development, educational enhancement and/or due diligence reviews incurred by McCarthy & Cox or our advisors relating to the promotion or sale of the product vendor’s products or services. We do not select products as a result of the receipt or potential receipt of any monetary or non-monetary assistance. McCarthy & Cox’s due diligence of a product does not take into consideration any assistance it may receive. While the receipt of products or services is a benefit for you and us, it also presents a conflict of interest. We attempt to mitigate this conflict of interest by: • • • Informing you of conflicts of interest in our disclosure document and agreement; Maintaining and abiding by our Code of Ethics which requires us to place your interests first and foremost; Advising you of the right to decline to implement our recommendations and the right to choose other financial professionals for implementation. Item 15 – Custody McCarthy & Cox does not maintain physical custody of your assets under SEC rules, however we are deemed to have custody of your assets if you authorize us to instruct your account custodian to deduct our advisory fees directly from your account, or if you provide us with authorization to transfer funds from your account to a third party. McCarthy & Cox maintains a relationship for the execution of client transactions with NFS as the account custodian, and a secondary clearing relationship for the execution of client transactions with Pershing as the account custodian. Our firm complies with certain safe harbor provisions and is therefore exempt from the annual surprise custody examination requirement for Advisers that have custody due to the existence of SLOAs. McCarthy & Cox clients may also receive portfolio summary or performance reporting for their managed accounts from McCarthy & Cox or their advisor that are in addition to the account statements clients receive directly from the respective account custodian. McCarthy & Cox urges you to compare the account 25  statements you receive from your account custodian with any account summary statements or reports you receive from us or your advisor. Although account holdings and asset valuations should generally match, for purposes of calculating performance and account valuations on your account, our summary or performance reporting month-end market values sometimes differ from custodial account statement month-end market values. The three most common reasons why these values may differ are differences in the manner in which accrued interest is calculated, the date upon which “as of” dividends and capital gains are reported, and settlement date versus trade date valuations. If you believe there are material discrepancies between your custodial statement and the summary statements or reports you receive from McCarthy & Cox or your advisor, please contact McCarthy & Cox directly at 937-644-0351. Item 16 – Investment Discretion McCarthy & Cox renders investment advice to the vast majority of its managed account clients on a discretionary basis, pursuant to written authorization granted by the client to the firm. This authorization grants to McCarthy & Cox and your advisor the discretion to buy, sell, exchange, convert, or otherwise trade in securities and/or insurance products, and to execute orders for such securities and/or insurance products with or through any distributor, issuer, or broker/dealer as McCarthy & Cox or your advisor may select. Your advisor may, without obtaining your consent, determine which products to purchase or sell for your managed account, as well as when to purchase or sell such products, and the prices to be paid. Neither McCarthy & Cox nor your advisor, however, is granted authority to take possession of your assets. You may terminate this discretionary authorization at any time by providing written notice to us. Clients may impose reasonable restrictions on their managed account, including, but not limited to, the type, nature, or specific names of securities to be bought, sold, or held in their managed account, as well as the type, nature, or specific names of securities that may not be bought, sold, or held in their managed account. Clients generally grant McCarthy & Cox and their advisor discretionary trading authority over their managed accounts. If not specifically requested otherwise by the client, discretionary authority will be established at the time the account is first opened. Our managed account program does, however, permit the client to choose to have McCarthy & Cox and the advisor provide investment advice and recommendations to the client on a nondiscretionary basis. Clients who wish to receive advice with respect to their managed account on a nondiscretionary basis would need to execute an amendment to modify the client agreement to be nondiscretionary. Clients may request a copy of the nondiscretionary amendment form from their advisor if they desire to exercise this option. Item 17 – Voting Client Securities As a matter of firm policy, and in accordance with this Brochure and our advisory client agreements, neither McCarthy & Cox nor our advisors have or will accept the authority to vote proxies on behalf of advisory clients in any situation where McCarthy & Cox or the adviser acts as investment adviser to the client. McCarthy & Cox or our advisors may, but are not obligated to, provide advice to clients regarding the clients’ voting of proxies. In all cases, clients must either retain the responsibility for receiving and voting proxies for any and all securities maintained in their managed accounts, or they must appoint a third-party investment adviser or other person who is not associated with McCarthy & Cox to vote proxies for their managed accounts. In the event the advisor chooses to provide advice to clients designed to assist the client in making a decision as to how to vote their proxies, the advisor has a fiduciary duty to disclose to the client any material conflicts of interest the advisor may have with respect to such advice. In all cases, 26  McCarthy & Cox or the advisor will send, or will cause to be sent, all such proxy and legal proceedings information and documents it receives to the client, so that the client may take whatever action the client deems advisable under the circumstances. As a matter of firm policy, neither McCarthy & Cox nor its advisors have or will accept the authority to file class action claims on behalf of clients. This policy reflects McCarthy & Cox’s recognition that it does not have the requisite expertise to advise clients with regard to participating in class actions. McCarthy & Cox and its advisors have no obligation to determine if securities held by the client are subject to a pending or resolved class action settlement or verdict. McCarthy & Cox and its advisors also have no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, McCarthy & Cox and its advisors have no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured because of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. The decision to participate in a class action or to sign a release of claims when submitting a proof of claim may involve the exercise of legal judgment, which is beyond the scope of services provided to clients by McCarthy & Cox or your advisor. In all cases, clients retain the responsibility for evaluating whether it is prudent to join a class action or to opt out. Item 18 – Financial Information McCarthy & Cox neither has a financial commitment that would impair its ability to meet its contractual and fiduciary commitments to clients, nor has McCarthy & Cox been the subject of a bankruptcy proceeding. 27