Millstone Financial Group

FORM ADV PART 2A DISCLOSURE BROCHURE Millstone Financial Group Limited Liability Company dba Millstone Financial Group Of�ice Address: 902 Carnegie Center Blvd. Suite 130 Princeton, NJ 08540 Tel: 732-385-8544 Fax: 866-271-8617 mrusso@millstone�inancial.net Website: www.millstone�inancialgroup.net June 24, 2026 This brochure provides information about the quali�ications and business practices of Millstone Financial Group Limited Liability Company. Being registered as a registered investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at 732-385-8544. The information in this brochure has not been approved or veri�ied by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about Millstone Financial Group Limited Liability Company (CRD #297882) is available on the SEC’s website at www.adviserinfo.sec.gov - 1 -  Item 2: Material Changes Annual Update The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. Material Changes since the Last Update • This update is in accordance with the required update for Investment Advisors. Sinc the last �iling of this brochure on March 9, 2026, the following changes are being made: The Firm has moved from 490 Hwy 33 West, Millstone, NJ 08535 to 902 Carnegie Center Blvd, Suite 130, Princeton, NJ 08540. Full Brochure Available This Firm Brochure being delivered is the complete brochure for the Firm. - 2 -  Item 3: Table of Contents Form ADV – Part 2A – Firm Brochure Item 1: Cover Page Item 2: Material Changes ................................................................................................................... 2 Annual Update ..................................................................................................................................................................2 Material Changes since the Last Update ................................................................................................................2 Item 3: Table of Contents ................................................................................................................... 3 Full Brochure Available .................................................................................................................................................2 Item 4: Advisory Business ................................................................................................................. 5 Firm Description .............................................................................................................................................................5 Types of Advisory Services ..........................................................................................................................................5 Client Tailored Services and Client Imposed Restrictions ..............................................................................9 Wrap Fee Programs ........................................................................................................................................................9 Item 5: Fees and Compensation....................................................................................................... 9 Client Assets Under Management .............................................................................................................................9 Method of Compensation and Fee Schedule .........................................................................................................9 Client Payment of Fees ............................................................................................................................................... 13 Additional Client Fees Charged ............................................................................................................................... 14 Prepayment of Client Fees ........................................................................................................................................ 14 Item 6: Performance-Based Fees and Side-by-Side Management ..................................... 14 External Compensation for the Sale of Securities to Clients ....................................................................... 14 Item 7: Types of Clients ................................................................................................................... 14 Sharing of Capital Gains ............................................................................................................................................. 14 Description ..................................................................................................................................................................... 14 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss .............................. 14 Account Minimums...................................................................................................................................................... 14 Methods of Analysis .................................................................................................................................................... 14 Investment Strategy .................................................................................................................................................... 15 Item 9: Disciplinary Information ................................................................................................. 18 Security Speci�ic Material Risks ............................................................................................................................. 15 Criminal or Civil Actions ............................................................................................................................................ 18 Administrative Enforcement Proceedings ......................................................................................................... 18 Item 10: Other Financial Industry Activities and Af�iliations............................................. 18 Self- Regulatory Organization Enforcement Proceedings ............................................................................ 18 Broker-Dealer or Representative Registration ................................................................................................. 18 - 3 -  Futures or Commodity Registration ..................................................................................................................... 18 Material Relationships Maintained by this Advisory Business and Con�licts of Interest ................ 18 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Recommendations or Selections of Other Investment Advisors and Con�licts of Interest ............. 18 Trading ................................................................................................................................................. 19 Code of Ethics Description ....................................................................................................................................... 19 Investment Recommendations Involving a Material Financial Interest and Con�lict of Interest . 20 Advisory Firm Purchase of Same Securities Recommended to Clients and Con�licts of Interest . 20 Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions Item 12: Brokerage Practices ........................................................................................................ 20 and Con�licts of Interest ............................................................................................................................................ 20 Item 13: Review of Accounts.......................................................................................................... 21 Aggregating Securities Transactions for Client Accounts ............................................................................ 21 Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved ............................................................................................................................................................................................. 22 Review of Client Accounts on Non-Periodic Basis .......................................................................................... 22 Item 14: Client Referrals and Other Compensation ............................................................... 22 Content of Client Provided Reports and Frequency ....................................................................................... 22 Economic Bene�its Provided to the Advisory Firm from External Sources and Con�licts of Interest ............................................................................................................................................................................................. 22 Item 15: Custody ................................................................................................................................ 22 Advisory Firm Payments for Client Referrals ................................................................................................... 22 Item 16: Investment Discretion .................................................................................................... 23 Account Statements..................................................................................................................................................... 22 Item 17: Voting Client Securities .................................................................................................. 23 Discretionary Authority for Trading ..................................................................................................................... 23 Item 18: Financial Information .................................................................................................... 23 Proxy Votes ..................................................................................................................................................................... 23 Balance Sheet ................................................................................................................................................................. 23 Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients ............................................................................................................................................................................... 23 Item 19: Requirements for State Registered Advisors .......................................................... 24 Bankruptcy Petitions during the Past Ten Years.............................................................................................. 24 - 4 -  Item 4: Advisory Business Firm Description Millstone Financial Group Limited Liability Company dba Millstone Financial Group (“MFG”) was founded in 2012 and became a registered investment advisor in 2018. Michael Russo and Donald Albach each have 50% ownership. Types of Advisory Services ASSET MANAGEMENT MFG offers discretionary and non-discretionary asset management services to advisory Clients. MFG will offer Clients ongoing asset management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based on the above factors. The Client will authorize MFG discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. Discretionary When the Client provides MFG discretionary authority the Client will sign a limited trading authorization or equivalent. MFG will have the authority to execute transactions in the account without seeking Client approval on each transaction. Non-discretionary When the Client elects to use MFG on a non-discretionary basis, MFG will determine the securities to be bought or sold and the amount of the securities to be bought or sold. However, MFG will obtain prior Client approval on each and every transaction before executing any transaction. When deemed appropriate for the Client, MFG may hire Sub-Advisors to manage all or a portion of the assets in the Client account. MFG has full discretion to hire and �ire SubAdvisors as they deem suitable. Sub-Advisors will maintain the models or investment strategies agreed upon between Sub-Advisor and MFG. Sub-Advisors execute trades on behalf of MFG in Client accounts. MFG will be responsible for the overall direct relationship with the Client. (Legacy Clients only-no new clients will be placed with MFG retains the authority to terminate the Sub-Advisor relationship at MFG’s discretion. SEI) SEI Managed Accounts Solutions MFG offers discretionary management services through a program sponsored by SEI Investments Management Corp (SIMC). SIMC has developed a standard managed account solutions (“MAS”), which program includes SEI’s distribution focused strategies, an integrated managed account solutions providing a tax overlay service (“Tax Management”) and a Goals Based Investing managed account solutions, consisting of MAS and Tax Management portfolios invested in accordance with SEI’s goals-based investment solutions and, may, in the future, develop additional managed account solutions (collectively, the “Managed Account Solutions”). Under this program, SIMC acts as a co-investment advisor to the Investor, along with MFG, pursuant to a tri-party investment management agreement - 5 -  executed among SIMC, MFG and each Investor investing assets into the Managed Account Solutions (the “Tri-party Agreement”). For each Managed Account Solutions, SIMC is responsible for developing managed account portfolios designed to be invested in accordance with a stated investment objective (the “Managed Account Portfolios”). For each Managed Account Portfolio, other than the Managed Account Portfolios implementing distribution-focused strategies (the “DFS Portfolios”), SIMC is solely responsible for screening, reviewing and selecting the various money managers and/or individual mutual funds and Other Assets available for selection by Advisors and their Investors designed to meet the speci�ic Managed Account Portfolio’s stated investment objective or goal. For each DFS Portfolio, SIMC is responsible for selecting the SEI Funds and/or Other Assets underlying each DFS Portfolio and actively managing each Investor Account invested in a DFS Portfolio in accordance with the portfolio’s investment objectives. SEI Mutual Fund Models Program and SEI Funds MFG offers discretionary management services through a program sponsored by SEI Investments Management Corp (SIMC). SIMC has developed various model mutual fund asset allocation portfolios (the "Mutual Fund Models") designed to be invested in accordance with a stated investment objective or goal (the "Mutual Fund Models Program"). SIMC currently develops its Mutual Fund Models through two underlying programs, described in various SEI literature as either SEI's Institutional Mutual Fund models or SEI's Goals Based Investing models and, may in the future, develop additional mutual fund model programs. Each Mutual Fund Model's underlying portfolio allocation is generally comprised exclusively of mutual funds in the SEI family of funds ("SEI Funds"), which are each advised by SIMC. Pursuant to the Mutual Fund Models Program, SEI will make available its various Mutual Fund Models to MFG who, in turn, may assist Investors in determining into which Mutual Fund Models to invest their assets. THIRD PARTY MANAGERS When deemed appropriate for the Client, MFG may recommend that Clients utilize the services of a Third Party Manager (TPM) to manage a portion of, or your entire portfolio. All TPMs that we recommend must either be registered as investment advisers with the Securities and Exchange Commission or with the appropriate state authority(ies). After gathering information about your �inancial situation and objectives, an investment advisor representative of our �irm will make recommendations regarding the suitability of a TPM or investment style based on, but not limited to, your �inancial needs, investment goals, tolerance for risk, and investment objectives. Upon selection of a TPM(s), we will monitor the performance of the TPM(s) to ensure their performance and investment style remains aligned with your investment goals and objectives. In such circumstances, MFG receives referral fees from the TPM. We act as the liaison between the Client and the TPM in return for an ongoing portion of the advisory fees charged by the TPM. We help the Client complete the necessary paperwork of the TPM, and provide ongoing services to the Client. Ongoing services include but are not limited to: 1. 2. 3. Meet with the Client to discuss any changes in status, objectives, time horizon or suitability; Update the TPM with any changes in Client status which is provided to MFG by the Client; Review the statements provided by the TPM; and - 6 -  4. Deliver the Form ADV Part 2, Privacy Notice and Referral Disclosure Statement of the TPM to the Client. MFG will provide the TPM with any changes in Client status as provided to us by the Client and review the quarterly statements provided by the TPM. MFG will deliver the Form ADV Part 2, Privacy Notice and Referral Disclosure Statement of the TPM. Clients placed with TPM will be billed in accordance with the TPM’s Fee Schedule which will be disclosed to the Client prior to signing an agreement. This is detailed in Item 10 of this brochure. ERISA PLAN SERVICES MFG provides service to quali�ied retirement plans including 401(k) plans, 403(b) plans, pension and pro�it sharing plans, cash balance plans, and deferred compensation plans. MFG Limited Scope ERISA 3(21) Fiduciary. may act as a 3(21): MFG may serve as a limited scope ERISA 3(21) �iduciary that can advise, help and assist plan sponsors with their investment decisions on a nondiscretionary basis. As an investment advisor MFG has a �iduciary duty to act in the best interest of the Client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using MFG can help the plan sponsor delegate liability by following a diligent process. 1. • Fiduciary Services are: • Provide non-discretionary investment advice to the Client about asset classes and investment alternatives available for the Plan in accordance with the Plan’s investment policies and objectives. Client will make the �inal decision regarding the initial selection, retention, removal and addition of investment options. MFG acknowledges that it is a �iduciary as de�ined in ERISA section 3 (21) (A) (ii). • Assist the Client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the IPS. • Provide non-discretionary investment advice to the Plan Sponsor with respect to the selection of a quali�ied default investment alternative for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5) and 404(a)-5. • Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options. Meet with Client on a periodic basis to discuss the reports and the investment recommendations. 2. • Non-�iduciary Services are: Assist in the education of Plan participants about general investment information and the investment alternatives available to them under the Plan. Client understands MFG’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s de�inition of investment education (Department of - 7 -  • Labor Interpretive Bulletin 96-1). As such, MFG is not providing �iduciary advice as de�ined by ERISA 3(21)(A)(ii) to the Plan participants. Advisor will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or bene�iciary under the Plan. Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and �inancial understanding by the employees. MFG may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between Advisor and Client. 3. MFG has no responsibility to provide services related to the following types of assets • (“Excluded Assets”): • • • • • • not Employer securities; Real estate (except for real estate funds or publicly traded REITs); Stock brokerage accounts or mutual fund windows; Participant loans; Non-publicly traded partnership interests; Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or Other hard-to-value or illiquid securities or property. Excluded Assets will be included in calculation of Fees paid to MFG on the ERISA Agreement. Speci�ic services will be outlined in detail to each plan in the 408(b)2 disclosure. SEMINARS AND WORKSHOPS MFG holds seminars and workshops to educate the public on different types of investments and the different services they offer. The seminars are educational in nature and no speci�ic investment or tax advice is given. FINANCIAL PLANNING The Millstone Advisory Plan will include a comprehensive evaluation of an investor's current and future �inancial state and will be provided by using currently known variables to predict future cash �lows, asset values and withdrawal plans. MFG will use current net worth, tax liabilities, asset allocation, and future retirement and estate plans in developing �inancial plans. Income Plan: Typical topics reviewed in a �inancial plan may include but are not limited to: • • • • Portfolio Analysis: Retirement income projection analysis. Investment income distribution analysis. IRA distribution maximization strategies. Social Security optimization report. • • • • Portfolio Morningstar gap analysis. Portfolio allocation analysis. Portfolio risk assessment. Portfolio fee and expense analysis. - 8 -  IRA Taxation Assessment: • • • Legacy Plan: IRA /401K/Quali�ied Plan Potential income tax liability report. IRA/401K/ Quali�ied Plan distributions planning strategies. ROTH IRA Conversion analysis. • • • Life insurance and Long-term care assessment. Bene�iciary review. Will, Living Will, Trust Analysis. FINANCIAL CONSULTING Financial Consulting Services may include one or more areas of need, including, but not limited to investment planning, retirement planning, tax planning, insurance needs, personal savings, education savings, and other areas of a client’s �inancial situation. The speci�ic services will be detailed in the Scope of Services section of the agreement. Client Tailored Services and Client Imposed Restrictions The goals and objectives for each Client are documented in our Client �iles. Investment strategies are created that re�lect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. Agreements may not be assigned without written Client consent. Wrap Fee Programs MFG does not sponsor any wrap fee programs. Client Assets Under Management MFG has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: $2,973,183 Date Calculated: December 31, 2025 $101,458,387 Item 5: Fees and Compensation Method of Compensation and Fee Schedule ASSET MANAGEMENT Fees are charged quarterly in arrears and are based primarily on asset size and the level of complexity of the services provided. In individual cases, MFG has the sole discretion to negotiate fees that are lower than the standard fee shown or to waive fees. Fees are not based on the share of capital gains or capital appreciation of the funds or any portion of the funds. Comparable services for lower fees may be available from other sources. Fees for the initial quarter will be prorated based upon the number of calendar days in the calendar quarter that the advisory agreement is in effect. Fees are based on the market value of the assets on the last business day of the previous quarter. Annual fees range from .40% - 1.25%, depending on the amount of assets under management (“AUM”) – See chart below. Consulting services are included in these fees for asset management services. - 9 -  Fee Schedule for Asset Management: Assets Under Management $0 - $1,000,000 Annual Fee 1.25% $1,000,001 - $2,000,000 $2,000,001 - $3,000,000 $3,000,001 - $5,000,000 1.00% 0.85% 0.65% $5,000,001 - $10,000,000 $10,000,001 & Over 0.45% 0.40% As authorized in the client agreement, the account custodian withdraws MFG’s advisory fees directly from the clients’ accounts according to the custodian’s policies, practices, and procedures. The custodial statement includes the amount of any fees paid to MFG for advisory services. You should carefully review the statement from your custodian/broker- dealer’s statement and verify the calculation of fees. Your custodian/broker-dealer does not verify the accuracy of fee calculations. The annual fee may be negotiable based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). Fees are billed quarterly in arrears based on the amount of assets managed as of the close of business on the last business day of the previous quarter. Lower fees for comparable services may be available from other sources. Clients may terminate their account within �ive (5) business days of signing the Investment Advisory Agreement with no obligation and without penalty. Clients may terminate advisory services with thirty (30) days written notice. For accounts opened or closed mid-billing period, any unpaid earned fees will be due to MFG. Client shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. MFG may also utilize the services of a Sub-Advisor to manage Clients’ investment portfolios. MFG will enter into Sub-Advisor agreements with other registered investment advisor �irms. When using Sub-Advisors, the Client will pay additional fees depending on the account value, investment style and types of securities used. The Sub-Advisors will be disclosed to and acknowledged by the Client in MFG’s Investment Advisory Agreement. The sub-advisor’s fees and the custodian’s fees are not included in the fees charged by MFG. Dimensional Fund Advisors LP fees will be billed quarterly in arrears based on the average daily balance of the account. Dimensional Fund Advisors has a minimum annual fee ranging from $500-$1,450 depending on the asset type and overlay services utilized. First Trust Direct Indexing L.P. fees will be billed quarterly in advance based on the value of the account at the close of business on the last business day of the prior quarter. First Trust has a minimum annual fee of $1,200. - 10 -  (Legacy Clients only-no new clients will be placed with SEI) SEI Managed Account Solutions and SEI Mutual Fund Models Program For the SEI Managed Account Solutions program MFG charges an annual investment advisory fee based on the total assets under management as follows: Assets Under Management $0 - $1,000,000 Annual Fee 1.00% Quarterly Fee 0.25% $1,000,001 - $2,000,000 $2,000,001 - $4,000,000 $4,000,001 - $5,000,000 0.85% 0.65% 0.60% 0.21% 0.16% 0.15% Over $5,000,001 0.40% 0.10% The annual fee may be negotiable. SIMC’s advisory fee schedule for MAS ranges from .10% to 1.25%. Certain Clients may receive a fee discount, at the sole discretion of SIMC. These fees may be higher or lower than those charged by other investment advisors for similar services. SIMC may pay a portion of this fee to the portfolio manager acting as the account's Overlay Manager or retain the fee itself if it is serving as the Overlay Manager. To the extent a Client’s assets in MAS are invested in SEI Funds, SIMC and its af�iliates will earn fund-level fees on those assets, as set forth in the applicable Fund’s prospectus but SIMC will offset the fees set forth above on MAS assets invested in any SEI Fund. Fees for SEI Funds Each SEI Fund pays an advisory fee to SIMC that is based on a percentage of the portfolio's average daily net assets, as described in the mutual fund’s prospectus. From such amount, SIMC pays the sub-advisor(s) to the fund. SIMC’s fund advisory fee varies, but it typically ranges from .10% - 1.50% of the portfolio's average daily net assets for its advisory services. Af�iliates of SIMC provide administrative, distribution and transfer agency services to all of the portfolios within the SEI Funds, as described in the SEI Funds’ registration statements. These fees and expenses are paid by the SEI Funds but ultimately are borne by each shareholder of the SEI Funds. If a Client invests in a model available through the Mutual Fund Models Program, the Client will be charged the expense ratios of each of the SEI Funds included in the applicable model. Clients may have the option to purchase certain SEI investment products, including the SEI Funds, that SIMC recommends through other brokers or agents not af�iliated with SIMC. Clients may also pay custody fees to SEI Private Trust Company (“SPTC”) when their assets are custodied at SPTC. These fees will vary depending on the account balance and trade activity in the account. Clients can refer to their account application for speci�ic information on SPTC custody fees. MFG receives compensation as a result of a Client’s participation in SIMC’s programs. For assisting Clients in selecting appropriate Mutual Fund Models, Managed Account Portfolios or Custom Portfolios in accordance with the terms of MFG’s advisory agreement and, if applicable Triparty Agreement, with such Clients and providing on-going account services, MFG will receive a fee payable from the Client’s Account assets. MFG’s fee will be calculated quarterly on the Client’s Account balance and payable quarterly in arrears net of any income, withholding or other taxes. MFG’s fee is separate from and in addition to SIMC’s Investment Management Fee described above. MFG’s fee and SIMC’s Investment Management fee will be - 11 -  deducted by SPTC directly from the Client’s account. MFG does not have the ability to directly deduct their advisory fee from the client account. Clients may terminate their account within �ive (5) business days of signing the Investment Advisory Agreement with no obligation. For accounts closed mid-quarter, MFG will be entitled to a pro rata fee for the days service was provided in the �inal quarter. Client shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. THIRD PARTY MANAGERS MFG will utilize the services of a TPM to manage Client assets. In such circumstances, MFG will share in the TPM fee. These fees do not include brokerage fees that may be assessed by the Custodian. MFG has entered into Referral Agreements with WBI Investments, Inc. (“WBI”). WBI is a Registered Investment Advisor that provides investment portfolio advice and supervisory services. As compensation for referring Clients to WBI, MFG will be compensated on a percentage of assets under management as follows: Assets Under Management Annual Fee Quarterly Fee $0 - $1,000,000 $1,000,001 - $2,000,000 $2,000,001 - $4,000,000 $4,000,001 - $5,000,000 1.00% 0.85% 0.65% 0.60% 0.25% 0.21% 0.16% 0.15% Over $5,000,001 0.40% 0.10% (Legacy clients only-no new clients will be placed with WBI) The annual fee may be negotiable. WBI’s advisory fee schedule ranges from .40% to .50%. Compensation to MFG from WBI is paid monthly or quarterly in advance or arrears based upon the assets under management as of the last business day of the calendar month or quarter. TPM relationships will be disclosed to the Client in each contract between MFG and TPM utilized. MFG does not charge additional management fees for TPM account services. Client's signature is required to con�irm consent for services within TPM Investment Agreement. Client will initial MFG Investment Advisory Agreement to acknowledge receipt of the TPM’s fee Schedule and required documents including Form ADV Part 2 disclosures. Clients may terminate their account within �ive (5) business days of signing the Investment Advisory Agreement with no obligation. For accounts closed mid-quarter, MFG will be entitled to a pro rata fee for the days service was provided in the �inal quarter. Client shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. ERISA PLAN SERVICES The annual fees are based on the market value of the Included Assets and will not exceed 1%. The annual fee is negotiable and will be charged as a percentage of the Included Assets. Fees may be charged quarterly or monthly in arrears or in advance based on the assets as calculated by the custodian or record keeper of the Included Assets (without adjustments for anticipated withdrawals by Plan participants or other anticipated or scheduled transfers or distribution of assets). If the services to be provided start any time other than the �irst day of a quarter or month, the fee will be prorated based on the number of days remaining in the - 12 -  quarter or month. If this Agreement is terminated prior to the end of the billing cycle, MFG shall be entitled to a prorated fee based on the number of days during the fee period services were provided or Client will be due a prorated refund of fees for days services were not provided in the billing cycle. The fee schedule, which includes compensation of MFG for the services is described in detail in Schedule A of the ERISA Plan Agreement. The Plan is obligated to pay the fees, however the Plan Sponsor may elect to pay the fees. Client may elect to be billed directly or have fees deducted from Plan Assets. MFG does not reasonably expect to receive any additional compensation, directly or indirectly, for its services under this Agreement. If additional compensation is received, MFG will disclose this compensation, the services rendered, and the payer of compensation. MFG will offset the compensation against the fees agreed upon under the Agreement. FINANCIAL PLANNING The fee for the Millstone Advisory Plan is $1,500 and will be paid half upon signing the agreement and the remainder will be due upon completion of the plan. Services are completed and delivered inside of ninety (90) days contingent upon timely delivery of all required documentation. Client may cancel within �ive (5) business days of signing Agreement with no obligation and without penalty. If the Client cancels after �ive (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to MFG. MFG reserves the right to waive the fee should the Client implement the plan through MFG. FINANCIAL CONSULTING MFG charges an hourly fee of $250 per hour for �inancial consulting and will be billed 50% in advance with the balance due upon delivery. Prior to the consulting process the Client will be provided an estimated plan fee. Services are completed and delivered inside of ninety (90) days contingent upon timely delivery of all required documentation. Client may cancel within �ive (5) business days of signing Agreement with no obligation and without penalty. If the Client cancels after �ive (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to MFG. MFG reserves the right to waive the fee should the Client implement the plan through MFG. SEMINARS AND WORKSHOPS MFG holds seminars and workshops to educate the public on different types of investments and the different services they offer. The seminars are educational in nature and no speci�ic investment or tax advice is given. MFG does not charge a fee for attendance to these seminars. Client Payment of Fees Investment management fees are billed quarterly in arrears, meaning that we invoice you after the billing period. Fees are usually deducted from a designated Client account to facilitate billing. The Client must consent in advance to direct debiting of their investment account. MFG, in its sole discretion, may waive its minimum fee and/or charge a lesser investment advisory fee based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). - 13 -  Clients pay the TPM’s investment advisory fees. Prior to signing an investment advisory agreement, the method of payment will be disclosed in the TPM’s Form ADV Part 2. Additional Client Fees Charged Custodians may charge transaction fees on purchases or sales of certain mutual funds, equities, and exchange-traded funds. These charges may include mutual fund transaction fees, postage and handling and miscellaneous fees. For more details on the brokerage practices, see Item 12 of this brochure. Prepayment of Client Fees MFG does not require any prepayment of fees. If the Client cancels after �ive (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to MFG. External Compensation for the Sale of Securities to Clients MFG does not receive any external compensation for the sale of securities to Clients, nor do any of the investment advisor representatives of MFG. Item 6: Performance-Based Fees and Side-by-Side Management Sharing of Capital Gains Fees are not based on a share of the capital gains or capital appreciation of managed securities. MFG does not use a performance-based fee structure because of the con�lict of interest. Performance based compensation may create an incentive for MFG to recommend an investment that may carry a higher degree of risk to the Client. Item 7: Types of Clients Description MFG generally provides investment advice to individuals, high net worth individuals and business owners. Client relationships vary in scope and length of service. Account Minimums MFG does not require a minimum to open an account. Account minimums are determined by the TPMs MFG refers its’ Clients to. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Security analysis methods may include fundamental analysis, technical analysis, charting, and cyclical analysis. Investing in securities involves risk of loss that Clients should be prepared to bear. Past performance is not a guarantee of future returns. - 14 -  Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identi�ied then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Charting analysis strategy involves using and comparing various charts to predict long and short term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Cyclical analysis assumes that the markets react in cyclical patterns which, once identi�ied, can be leveraged to provide performance. The risks with this strategy are twofold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. In developing a �inancial plan for a Client, MFG’s analysis may include cash �low analysis, investment planning, risk management, tax planning and estate planning. Based on the information gathered, a detailed strategy is tailored to the Client’s speci�ic situation. TPMs utilized by MFG may use various methods of analysis to determine the proper strategy for the Client referred and these will be disclosed in the TPM’s Form ADV Part 2. Investing in securities involves risk of loss that Clients should be prepared to bear. Past performance is not a guarantee of future returns. The main sources of information include �inancial newspapers and magazines, annual reports, prospectuses, and �ilings with the Securities and Exchange Commission. Investment Strategy The investment strategy for a speci�ic Client is based upon the objectives stated by the Client during consultations. The Client may change these objectives at any time by providing written notice to MFG. Each Client executes a Client pro�ile form or similar form that documents their objectives and their desired investment strategy. Other strategies may include long-term purchases. Security Speci�ic Material Risks • Market Risk All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks and should discuss these risks with MFG: : The prices of securities held by mutual funds in which Clients invest may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by a fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity - 15 -  • price �luctuations. Investors should have a long-term perspective and be able to Interest-rate Risk tolerate potentially sharp declines in market value. • : Fluctuations in interest rates may cause investment prices to �luctuate. For example, when interest rates rise, yields on existing bonds become less In�lation Risk attractive, causing their market values to decline. : When any type of in�lation is present, a dollar today will buy more than • Currency Risk a dollar next year, because purchasing power is eroding at the rate of in�lation. • Reinvestment Risk : Overseas investments are subject to �luctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Liquidity Risk : This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to �ixed income securities. • Management Risk: : Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Equity Risk: The advisor’s investment approach may fail to produce the intended results. If the advisor’s assumptions regarding the performance of a speci�ic asset class or fund are not realized in the expected time frame, the overall performance of the Client’s portfolio may suffer. • Fixed Income Risk: Equity securities tend to be more volatile than other investment choices. The value of an individual mutual fund or ETF can be more volatile than the market as a whole. This volatility affects the value of the Client’s overall portfolio. Small- and mid-cap companies are subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, �inancial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies. • The issuer of a �ixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return. As nominal interest rates rise, the value of �ixed income securities held by a fund is likely to decrease. A nominal Investment Companies Risk: interest rate is the sum of a real interest rate and an expected in�lation rate. When a Client invests in open end mutual funds or ETFs, the Client indirectly bears their proportionate share of any fees and expenses payable directly by those funds. Therefore, the Client will incur higher expenses, which may be duplicative. In addition, the Client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following - 16 -  • Foreign Securities Risk: risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value or (ii) trading of an ETF’s shares may be halted if the listing exchange’s of�icials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Adviser has no control over the risks taken by the underlying funds in which Client invests. • Long-term purchases Funds in which Clients invest may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional con�licts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility. To the extent that underlying funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies. • Arti�icial Intelligence and Machine Learning Risk. : Long-term investments are those vehicles purchased with the intension of being held for more than one year. Typically, the expectation of the investment is to increase in value so that it can eventually be sold for a pro�it. In addition, there may be an expectation for the investment to provide income. One of the biggest risks associated with long-term investments is volatility, the �luctuations in the �inancial markets that can cause investments to lose value. Certain service providers utilized by the Firm to service client accounts have arti�icial intelligence components. The use of arti�icial intelligence and machine learning includes increased risk of data inaccuracies and security vulnerabilities. Due to the rapid advancement of machine learning technologies, future risks related to arti�icial intelligence are unpredictable. As a measure to mitigate these risks to our clients, the Firm performs periodic due diligence of our service providers for assurance that the service providers have appropriate controls in place to protect our clients’ information and to limit data inaccuracies when arti�icial intelligence is used by the service provider. • The risks associated with utilizing Sub-Advisors include: • Manager Risk Sub-Advisor fails to execute the stated investment strategy o o • Business Risk Sub-Advisor has �inancial or regulatory problems The speci�ic risks associated with the portfolios of the Sub-Advisor’s which is disclosed in the Sub-Advisor’s Form ADV Part 2. • The risks associated with utilizing TPMs include: • Manager Risk TPM fails to execute the stated investment strategy o o Business Risk TPM has �inancial or regulatory problems - 17 -  • The speci�ic risks associated with the portfolios of the TPM’s which is disclosed in the TPM’s Form ADV Part 2. Item 9: Disciplinary Information Criminal or Civil Actions Administrative Enforcement Proceedings MFG and its management have not been involved in any criminal or civil action. MFG and its management have not been involved in administrative enforcement proceedings. Self- Regulatory Organization Enforcement Proceedings MFG and its management have not been involved in legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of MFG or the integrity of its management. Item 10: Other Financial Industry Activities and Af�iliations Broker-Dealer or Representative Registration MFG is not registered as a broker- dealer and no af�iliated representatives of MFG are registered representatives of a broker-dealer. Futures or Commodity Registration Neither MFG nor its af�iliated representatives are registered or have an application pending to register as a futures commission merchant, commodity pool operator, or a commodity trading advisor. Material Relationships Maintained by this Advisory Business and Con�licts of Interest Managing Member Michael Russo has a �inancially af�iliated business as an insurance agent with Millstone Financial Group Limited Liability Company. Approximately 50% of his time is spent on these activities. He will offer Clients services from those activities. As an insurance agent, he may receive separate yet typical compensation. This practice represent con�licts of interest because it gives an incentive to recommend products based on the commission amount received. This con�lict is mitigated by disclosures, procedures and the �irm’s �iduciary obligation to place the best interest of the Client �irst and the Clients are not required to purchase any products. Clients have the option to purchase these products through another insurance agent of their choosing. Recommendations or Selections of Other Investment Advisors and Con�licts of Interest MFG may also utilize the services of a Sub-Advisor to manage Clients’ investment portfolios. Sub-Advisors will maintain the models or investment strategies agreed upon between Sub- Advisor and MFG. Sub-Advisors execute all trades on behalf of MFG in Client accounts. MFG will be responsible for the overall direct relationship with the Client. MFG retains the authority to terminate the Sub-Advisor relationship at MFG’s discretion. - 18 -  In addition to the authority granted to MFG, Clients will grant MFG full discretionary authority and authorizes MFG to select and appoint one or more independent investment advisors (“Advisors”) to provide investment advisory services to Client without prior consultation with or the prior consent of Client. Such Advisors shall have all of the same authority relating to the management of Client’s investment accounts as is granted to MFG in the Agreement. In addition, at MFG’s discretion, MFG may grant such Advisors full authority to further delegate such discretionary investment authority to additional Advisors. MFG ensures that before selecting other advisors for Client that the other advisors are properly licensed or registered as an investment advisor. Clients placed with TPMs will be billed in accordance with the TPM’s fee schedule which will be disclosed to the Client prior to signing an agreement. When referring Clients to a TPM, the Client’s best interest will be the main determining factor of MFG. MFG ensures that before selecting other advisors for Client that the other advisors are properly licensed or registered as an investment advisor. These practices represent con�licts of interest because MFG is paid a Referral Fee for recommending the TPMs and may choose to recommend a particular TPM based on the fee MFG is to receive. This con�lict is mitigated by disclosures, procedures and the �irm’s �iduciary obligation to act in the best interest of his Clients. Clients are not required to accept any recommendation of TPMs given by MFG and have the option to receive investment advice through other money managers of their choosing. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Description include employees and/or independent The af�iliated persons (af�iliated persons contractors) of MFG have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of MFG af�iliated persons and addresses con�licts that may arise. The Code de�ines acceptable behavior for af�iliated persons of MFG. The Code re�lects MFG and its supervised persons’ responsibility to act in the best interest of their Client. One area which the Code addresses is when af�iliated persons buy or sell securities for their personal accounts and how to mitigate any con�lict of interest with our Clients. We do not allow any af�iliated persons to use non-public material information for their personal pro�it or to use internal research for their personal bene�it in con�lict with the bene�it to our Clients. MFG’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other af�iliated person, of�icer or director of MFG may recommend any transaction in a security or its derivative to advisory Clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. MFG’s Code is based on the guiding principle that the interests of the Client are our top priority. MFG’s of�icers, directors, advisors, and other af�iliated persons have a �iduciary duty to our Clients and must diligently perform that duty to maintain the complete trust and - 19 -  con�idence of our Clients. When a con�lict arises, it is our obligation to put the Client’s interests over the interests of either af�iliated persons or the company. The Code applies to “access” persons. “Access” persons are af�iliated persons who have access to non-public information regarding any Clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public. MFG will provide a copy of the Code of Ethics to any Client or prospective Client upon request. Investment Recommendations Involving a Material Financial Interest and Con�lict of Interest MFG and its af�iliated persons do not recommend to Clients securities in which we have a material �inancial interest. Advisory Firm Purchase of Same Securities Recommended to Clients and Con�licts of Interest MFG and its af�iliated persons may buy or sell securities that are also held by Clients. In order to mitigate con�licts of interest such as trading ahead of Client transactions, af�iliated persons are required to disclose all reportable securities transactions as well as provide MFG with copies of their brokerage statements. The Chief Compliance Of�icer of MFG is Michael Russo. He reviews all trades of the af�iliated persons each quarter. The personal trading reviews ensure that the personal trading of af�iliated persons does not affect the markets and that Clients of the �irm receive preferential treatment over associated persons’ transactions. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Con�licts of Interest MFG does not maintain a �irm proprietary trading account and does not have a material �inancial interest in any securities being recommended and therefore no con�licts of interest exist. However, af�iliated persons may buy or sell securities at the same time they buy or sell securities for Clients. In order to mitigate con�licts of interest such as front running, af�iliated persons are required to disclose all reportable securities transactions as well as provide MFG with copies of their brokerage statements. The Chief Compliance Of�icer of MFG is Michael Russo. He reviews all employee trades each quarter. The personal trading reviews ensure that the personal trading of af�iliated persons does not affect the markets and that Clients of the �irm receive preferential treatment over associated persons’ transactions. Item 12: Brokerage Practices In order for MFG to provide asset management services, we request you utilize the brokerage and custodial services of Altruist Financial, LLC (“Altruist”), for which we have an existing relationship. MFG and Altruist are not affiliated companies. In considering which independent qualified custodian will be the best fit for MFG’s business model, we are evaluating the following factors, which is not an all-inclusive list: - 20 -   Financial strength  Reputation  Reporting capabilities  Execution capabilities  Pricing, and  Types and quality of research While you are free to choose any broker-dealer or other service provider, we recommend that you establish an account with a brokerage firm with which we have an existing relationship. Such relationships may include benefits provided to our firm, including, but not limited to research, market information, and administrative services that help our firm manage your account(s). We believe that recommended broker-dealers provide quality execution services for our clients at competitive prices. Price is not the sole factor we consider in evaluating best execution. We also consider the quality of the brokerage services provided by the recommended broker-dealers, including the value of research provided, the firm’s reputation, execution capabilities, commission rates, and responsiveness to our clients and our firm. You may direct us in writing to use a particular broker-dealer to execute some or all of the transactions for your account. If you do so, you are responsible for negotiating the terms and arrangements for the account with that broker-dealer. We may not be able to negotiate commissions, obtain volume discounts, or best execution. In addition, under these circumstances a difference in commission charges may exist between the commissions charged to clients who direct us to use a particular broker or dealer and other clients who do not direct us to use a particular broker or dealer. MFG does not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. MFG does not have any formal soft dollar arrangements. Aggregating Securities Transactions for Client Accounts When MFG buys or sells the same security for two or more clients (including our personal accounts), we may place concurrent orders to be executed together as a single “block” in order to facilitate orderly and efficient execution. Each client account will be charged or credited with the average price per unit. We receive no additional compensation or remuneration of any kind because we aggregate client transactions. No client is favored over any other client. If an order is not completely filled, it is allocated pro-rata based on an allocation statement prepared by MFG prior to placing the order. Because of an order’s aggregation, some clients may pay higher transaction costs, or greater spreads, or receive less favorable net prices on transactions than would otherwise be the case if the order had not been aggregated. Item 13: Review of Accounts - 21 -  Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Account reviews are performed quarterly by the Chief Compliance Of�icer of MFG. Accounts managed by TPMs are reviewed on a quarterly basis by Investment Advisor Representatives of MFG. Account reviews are performed more frequently when market conditions dictate. Reviews of Client accounts include, but are not limited to, a review of Client documented risk tolerance, adherence to account objectives, investment time horizon, and suitability criteria, reviewing target bans of each asset class to identify if there is an opportunity for rebalancing, and reviewing accounts for tax loss harvesting opportunities. Financial plans generated are updated as requested by the Client and pursuant to a new or amended agreement, MFG suggests updating at least annually. Review of Client Accounts on Non-Periodic Basis Other conditions that may trigger a review of Clients’ accounts are changes in the tax laws, new investment information, and changes in a Client's own situation. Content of Client Provided Reports and Frequency Item 14: Client Referrals and Other Compensation Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by MFG’s custodian. Client receives con�irmations of each transaction in account from Custodian and an additional statement during any month in which a transaction occurs. Economic Bene�its Provided to the Advisory Firm from External Sources and Con�licts of Interest MFG receives a portion of the annual management fees collected by the TPM(s) to whom MFG refers Clients. This situation creates a con�lict of interest because MFG and/or its Investment Advisor Representative have an incentive to decide what TPMs to use because of the higher referral fees to be received by MFG. However, when referring Clients to a TPM, the Client’s best interest will be the main determining factor of MFG. Advisory Firm Payments for Client Referrals MFG does not compensate for Client referrals. Item 15: Custody Account Statements All assets are held at quali�ied custodians, which means the custodians provide account statements directly to Clients at their address of record at least quarterly. Clients are urged to compare the account statements received directly from their custodians to any documentation or reports prepared by MFG. - 22 -  MFG is deemed to have constructive custody solely because advisory fees are directly deducted from Client’s accounts by the custodian on behalf of MFG. MFG is not af�iliated with the custodian. The custodian does not supervise MFG, its agents or activities. Item 16: Investment Discretion Discretionary Authority for Trading MFG may require discretionary authority to manage securities accounts on behalf of Clients. MFG has the authority to determine, without obtaining speci�ic Client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. If applicable, Client will authorize MFG discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. MFG allows Client’s to place certain restrictions, as outlined in the Client’s Investment Policy Statement or similar document. Such restrictions could include only allowing purchases of socially conscious investments. These restrictions must be provided to MFG in writing. The Client approves the custodian to be used and the commission rates paid to the custodian. MFG does not receive any portion of the transaction fees or commissions paid by the Client to the custodian. Item 17: Voting Client Securities Proxy Votes MFG does not vote proxies on securities. Clients are expected to vote their own proxies. The Client will receive their proxies directly from the custodian of their account or from a transfer agent. Item 18: Financial Information When assistance on voting proxies is requested, MFG will provide recommendations to the Client. If a con�lict of interest exists, it will be disclosed to the Client. Balance Sheet A balance sheet is not required to be provided because MFG does not serve as a custodian for Client funds or securities and MFG does not require prepayment of fees of more than $1,200 per Client and six months or more in advance. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients MFG has received a loan through the U.S. Small Business Administration (“SBA”) Paycheck Protection Program ("PPP"), which allowed eligible individuals and small businesses to obtain loans during the COVID-19 crisis. A PPP loan is eligible for forgiveness, provided the terms of the loan forgiveness are satis�ied. MFG certi�ied to the SBA that the receipt of the loan was necessary to support our ongoing operations. The SBA has subsequently advised all PPP borrowers that they were required to make this certi�ication in good faith, taking into account their current business activity and their ability to access other sources of liquidity - 23 -  suf�icient to support their ongoing operations in a manner that is not signi�icantly detrimental to their business. On May 4, 2020, MFG received a $54,268 PPP loan to assist with the payment of salaries for employees, including those who are primarily responsible for performing advisory functions for our clients. MFG believes the PPP Loan was necessary to support existing operations without layoffs or reductions of employee compensation. However, we do not believe we would have been unable to meet any contractual commitment absent our receipt of the PPP loan. Bankruptcy Petitions during the Past Ten Years MFG has not had any bankruptcy petitions in the last ten years. Item 19: Requirements for State Registered Advisors This section is not applicable because the �irm is registered with the U.S. Securities and Exchange Commission - 24 -