MOTIVE WEALTH ADVISORS, LLC

Item 1: Cover Page Motive Wealth Advisors, LLC Form ADV Part 2A Brochure Address: 525 W. Merrill St. Birmingham, MI 48009 Phone: (248) 987-5731 info@motivewealth.com Email: https://motivewealth.com/ Website: This brochure provides information about the qualifications and business practices of Motive Wealth Advisors, LLC. If you have any questions about the contents of this brochure, please contact us at the telephone number or email address listed above. 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. Motive Wealth Advisors, LLC is a registered investment adviser, but registration does not imply a certain level of skill or training. Additional information about Motive Wealth Advisors, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov and by searching for CRD# 312303. Page 1 of 24 Date of Brochure: September 29, 2025  Item 2: Material Changes In this Item, Motive Wealth Advisors, LLC is required to identify and discuss material changes since filing its last annual amendment. Since filing its last annual amendment on March 14, 2024, we have no material changes to report. Page 2 of 24 Date of Brochure: September 29, 2025  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Advisory Business Item 5: Fees and Compensation Item 6: Performance-Based Fees & Side-By-Side Management Item 7: Types of Clients Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities & Affiliations Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading Item 12: Brokerage Practices Item 13: Review of Accounts Item 14: Client Referrals and Other Compensation Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities Item 18: Financial Information 1 2 3 4 6 8 9 10 14 15 16 17 19 20 21 22 23 24 Page 3 of 24 Date of Brochure: September 29, 2025  Item 4: Advisory Business A. Motive Wealth Advisors, LLC (the “Adviser,” “we,” “us,” or “our”) is an investment adviser founded in 2020, registered with the U.S. Securities and Exchange Commission (“SEC”), and principally owned by James Niedzinski, CFP®, AIF®, and Jason Close, CFA, CFP®, via their non-operating holding companies: JC Niedzinski, LLC, and JS Close, LLC. B. Adviser offers the following types of advisory services: i. Discretionary Investment Management. Adviser provides ongoing discretionary investment management services to its clients based upon each client’s current financial condition, goals, risk tolerance, income, liquidity requirements, investment time horizon, and other information that is relevant to the management of clients’ account(s). This information will then be used to make investment decisions that reflect clients’ individual needs and objectives on an initial and ongoing basis. Adviser’s investment decisions will allocate portions of clients’ account(s) to various asset classes classified according to historical and projected risks and rates of return. Adviser will retain the discretion to buy, sell, or otherwise transact in securities and other investments in a client’s accounts without first receiving the client’s specific approval for each transaction. Such discretionary authority is granted by a client in his or her investment management agreement with Adviser. Clients may impose restrictions on investing in certain securities or types of securities so long as such restrictions may reasonably be implemented by Adviser. In limited circumstances, Adviser alternatively provides ongoing investment management services on a non-discretionary basis (in which the client must pre-approve the securities transactions recommended by Adviser). Adviser generally implements its investments strategy by allocating clients’ investable assets across a diversified risk-based portfolio of no-load mutual funds and/or exchange traded funds (“ETFs”), stocks, U.S. Government securities, and money market funds. ii. Financial Planning. When rendering financial planning services, Adviser will evaluate and make recommendations with respect to various financial planning topics that are relevant to a particular client. Such topics can include, for example, investment planning, retirement planning, education savings, real estate analyses, mortgage/debt analyses, lines of credit analysis, estate planning, insurance needs, risk mitigation, corporate and personal tax planning, corporate structure, charitable giving strategies, and/or financial goal tracking. Implementation of Adviser’s recommendations will be at the discretion of the client. When rendering financial planning services, a conflict exists between Adviser’s interests and the interests of its clients; clients are under no obligation to act upon Adviser’s financial planning recommendations. If a client elects to act on any of the recommendations made by Adviser, the client is under no obligation to effect the transaction through Adviser or any of its personnel. Clients are advised that it remains their responsibility to promptly notify Adviser of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Adviser’s financial planning recommendations. iii. Selection of other investment advisers. From time to time and when appropriate for a particular client, Adviser will recommend or retain an independent and unaffiliated third-party investment adviser (“Third-Party Adviser”) to manage all or a portion of a client’s portfolio. Third-Party Advisers are evaluated based on a variety of factors, not the least of which include performance return history, asset class specialization, management tenure, and risk profile. Adviser will Page 4 of 24 Date of Brochure: September 29, 2025  conduct due diligence as appropriate to confirm that such Third-Party Advisers are duly registered and otherwise well-equipped to manage such clients’ accounts. Adviser generally retains the discretionary authority to hire or fire such Third-Party Advisers with or without notice to the client. iv. Pension Consulting Services. To the extent Adviser is retained by a pension or profit sharing plan (a “Plan”), Adviser shall review the Plan’s investment objectives, risk tolerance, and goals, and shall work in partnership with applicable third-parties (such as the Plan’s recordkeeper, third-party administrator, and/or discretionary investment manager) to establish an appropriate investment policy statement and deploy applicable investment options into the Plan’s account. Adviser shall periodically review the investment options available to the Plan and, if applicable, will make recommendations to assist the Plan with respect to the selection of the Plan’s qualified default investment alternative (“QDIA”). Adviser will provide reports, information and recommendations, on a reasonably requested basis, to assist the Plan in monitoring the selected investments. If elected by the Plan, Adviser may also provide various services related to the Plan’s governance, the education of Plan participants, and the review of other service providers to the Plan. In connection with Plans subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) and applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) Adviser acknowledges that it is a fiduciary under ERISA and the Code, shall render prudent investment advice that is in Plan’s best interest, shall avoid making misleading statements, and shall receive no more than reasonable compensation. C. Adviser does not participate in any wrap fee programs. D. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (the “Code”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: i. Meet a professional standard of care when making investment recommendations (give prudent ii. iii. iv. v. vi. advice); Never put our financial interests ahead of yours when making recommendations (give loyal advice); Avoid misleading statements about conflicts of interest, fees, and investments; Follow policies and procedures designed to ensure that we give advice that is in your best interest; Charge no more than is reasonable for our services; and Give you basic information about conflicts of interest. E. Adviser manages the following amount of discretionary and non-discretionary client assets calculated as of December 31, 2024: i. ii. iii. Discretionary: Non-Discretionary: Total: $316,845,825 $976,252 $317,822,077 Page 5 of 24 Date of Brochure: September 29, 2025  Item 5: Fees and Compensation A. The annual management fee for our Investment Management Services is generally based on the total dollar value of the assets maintained in your investment accounts under our management and advisement. Certain clients with more complex financial situations may have an additional complexity-based flat fee applied in addition to the asset-based fee. Our fee is based on what is stipulated in the Wealth Management Agreement signed by each client. The annual asset-based fee ranges up to 1% of a client’s assets under our management and advisement and is charged quarterly in arrears based on the aggregate value of a client’s accounts under our management or advisement as of the last business day of the calendar quarter. Fees are prorated if intra-quarter client deposits or withdrawals cause such fees to increase or decrease by $500 or more. Fees can be structured as a tiered schedule whereby the fee is calculated by applying different rates to different asset values and/or as a flat fee based on the scope and complexity of the engagement. The use of margin is permitted in the accounts managed by us, and you should be aware that a margin debit balance (created by borrowing against your account giving you access to cash and/or the ability to purchase additional securities) increases the market value of your account, which in turn increases the amount of the fee you pay as it is based on the gross margin balance. This creates a conflict of interest, which is described in more detail under Item 14. Clients generally provide us with the authority to directly debit their accounts for payment of fees. The qualified custodians for client accounts, from which we retain the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing account transactions, including any amounts paid to Adviser. B. As stated above, clients may make additions to and withdrawals from their account at any time, subject to our right to terminate an account. Additions may be in cash or securities provided that we reserve the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. We generally ask that clients provide notice to us of their intent to withdraw funds so that we may assist them with the process. It should be noted that we generally design our portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. We may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short- term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. C. In addition to the fees charged by Adviser, clients will incur brokerage and other transaction costs. Please refer to Item 12: Brokerage Practices, for further information on such brokerage and other transaction-related practices. Clients will also typically incur additional fees and expenses imposed by independent and unaffiliated third-parties, which can include qualified custodian fees, mutual fund or exchange traded fund fees and expenses, mark-ups and mark-downs, spreads paid to market makers, wire transfer fees, check-writing fees, early-redemption charges, certain deferred sales charges on previously-purchased mutual funds, margin fees, charges or interest, IRA and qualified retirement plan fees, and other fees and taxes on brokerage accounts and securities transactions. Clients will also incur fees for asset management for their assets that are managed by a Third-Party Adviser. These additional charges are separate and apart from the fees charged by Adviser. D. If Adviser or client terminates the advisory agreement before the end of a quarterly billing period, the pro rata fees earned through the effective date of the termination will be billed to the client. Page 6 of 24 Date of Brochure: September 29, 2025  E. Neither Adviser nor any of its supervised persons accepts compensation for the sale of securities or other investment products. Page 7 of 24 Date of Brochure: September 29, 2025  Item 6: Performance-Based Fees & Side-By-Side Management Neither Adviser nor any of its supervised persons accepts performance-based fees (fees based on a share of capital gains or capital appreciation of the assets of a client). Neither Adviser nor any of its supervised persons engage in side-by-side management. Page 8 of 24 Date of Brochure: September 29, 2025  Item 7: Types of Clients Adviser generally provides its services to individuals, high-net-worth individuals, trusts, estates, business entities, charitable organizations, and pension and profit sharing plans. The minimum account value required to open and maintain an account with Adviser is $5,000,000, subject to negotiation. Please note that the Third-Party Advisers retained by Adviser may separately impose minimum account value requirements. Page 9 of 24 Date of Brochure: September 29, 2025  Item 8: Methods of Analysis, Investment Strategies & Risk of Loss A. The investment strategies used by Adviser when formulating investment advice or managing assets include fundamental, cyclical, charting, and/or technical analysis. Investing in securities involves risk of loss that clients should be prepared to bear. Past performance does not guarantee future returns. B. We generally use diversification in an effort to minimize risk and optimize the potential return of a portfolio. More specifically, we utilize multiple asset classes, investment styles, market capitalizations, sectors, and regions to provide diversification. Each portfolio composition is determined in accordance with the clients’ investment objectives, risk tolerance, and time horizon. We utilize both passive and active investment management strategies in an effort to optimize portfolios. Our general investment strategy is to seek real capital growth proportionate with the level of risk the client is willing to take. We develop a Client Profile to help identify the client’s investment objectives, time horizon, risk tolerance, tax considerations, target asset allocation, and any special considerations and/or restrictions the client chooses to place on the management of the account. We will then recommend investments that we feel are consistent with the Client Profile. After defining client needs, we develop and implement plans for the client’s account. Then, we monitor the results and adjust as needed. As the initial assumptions change, the plans themselves may need to be adapted. Continuous portfolio management is important in an effort to keep the client’s portfolio consistent with the client’s objectives. C. Like any investment strategy, fundamental, cyclical, charting, and/or technical analysis involves material risks. Such material risks are described in further detail below: i. Technical Analysis. The effectiveness of technical analysis depends upon the accurate forecasting of major price moves or trends in the securities being traded. However, there is no assurance of accurate forecasts or that trends will develop in the markets we follow. In the past, there have been periods without discernible trends and similar periods will presumably occur in the future. Even where major trends develop, outside factors like government intervention could potentially shorten them. Furthermore, one limitation of technical analysis is that it requires price movement data, which can translate into price trends sufficient to dictate a market entry or exit decision. In a trendless or erratic market, a technical method may fail to identify trends requiring action. In addition, technical methods may overreact to minor price movements, establishing positions contrary to overall price trends, which may result in losses. Finally, a technical trading method may under perform other trading methods when fundamental factors dominate price moves within a given market. The calculations that underlie our system, methods, and strategies involve many variables, including determinants from information generated by computers and/or charts. The use of a computer in collating information or in developing and operating a trading method does not assure the success of the method because a computer is merely an aid in compiling and organizing trade information. Accordingly, no assurance is given that the decisions based on computer-generated information will produce profits for a client’s account. Page 10 of 24 Date of Brochure: September 29, 2025  ii. Relative Strength Analysis. Relative strength measures one stock versus another or a group of stocks versus an index, such as the S&P 500. Through relative strength analysis, we can rank areas of the market that are outperforming or underperforming the broad market, such as the S&P 500. We may then add the higher relative strength sectors and macro areas (i.e., small cap vs. large cap) to our investment model, using primarily ETFs. The general premise is that those areas of the market with highest relative strength may outperform over the long term. Additionally, as a risk override, we may run moving average analysis to identify when markets are most vulnerable, and from time to time lighten market exposure. iii. Fundamental Analysis. Fundamental analysis assesses the financial health and management effectiveness of a business by analyzing a company’s financial reports, key financial ratios, industry developments, economic data, competitive landscape, and management. The objective of fundamental analysis is to use historical and current financial data to assess the stock valuation of a company, evaluate company profitability, credit risk, and forecast future performance of the company and its share price. Fundamental analysis assumptions and calculations are based on historical data and forecasts; therefore, the quality of information and assumptions used are critical. Differences can exist between market fundamentals and how you analyze them. iv. Charting Analysis. Charting analysis involves the use of patterns in performance charts. We may use this charting technique to search for patterns in an effort to predict favorable conditions for buying and/or selling a security or sector or index of the market. D. General Market and Product-Specific Risks. i. Investing for the long term means that a client’s account will be exposed to short-term fluctuations in the market and the behavioral impulse to make trading decisions based on such short-term market fluctuations. Adviser does not condone short-term trading in an attempt to “time” the market, and instead coaches clients to remain committed to their financial goals. However, investing for the long term can expose clients to risks borne out of changes to interest rates, inflation, general economic conditions, market cycles, geopolitical shifts, and regulatory changes. ii. Inflation risk is the risk that the value of a client’s portfolio will not appreciate at least in an amount equal to inflation over time. General micro- and macro-economic conditions may also affect the value of the securities held in a client’s portfolio, and general economic downturns can trigger corresponding losses across various asset classes and security types. Market cycles may cause overall volatility and fluctuations in a portfolio’s value, and may increase the likelihood that securities are purchased when values are comparatively high and/or that securities are sold when values are comparatively low. Geopolitical shifts may result in market uncertainty, lowered expected returns, and general volatility in both domestic and international securities. Regulatory changes may have a negative impact on capital formation and increase the costs of doing business, and therefore result in decreased corporate profits and corresponding market values of securities. iii. Investing in mutual funds does not guarantee a return on investment, and shareholders of a mutual fund may lose the principal that they’ve invested into a particular mutual fund. Mutual funds invest into underlying securities that comprise the mutual fund, and as such clients are exposed to the risks arising from such underlying securities. Mutual funds charge internal expenses to their shareholders (which can include management fees, administration fees, shareholder servicing fees, sales loads, redemption fees, and other fund fees and expenses, e.g.), and such internal expenses subtract from its potential for market appreciation. Shares of mutual Page 11 of 24 Date of Brochure: September 29, 2025  funds may only be traded at their stated net asset value (“NAV”), calculated at the end of each day upon the market’s close. Investing in ETFs bears similar risks and incurs similar costs to investing in mutual funds as described above. However, shares of an ETF may be traded like stocks on the open market and are not redeemable at an NAV. As such, the value of an ETF may fluctuate throughout the day and investors will be subject to the cost associated with the bid-ask spread (the difference between the price a buyer is willing to pay (bid) for an ETF and the seller's offering (asking) price). Clients are encouraged to carefully read the prospectus of any mutual fund or ETF to be purchased for investment to obtain a full understanding of its respective risks and costs. iv. Investing in common stocks means that a client will be subject to the risks of the overall market as well as risks associated with the particular company or companies whose stock is owned. These risks can include, for example, changes in economic conditions, growth rates, profits, interest rates and the market’s perception of these securities. Common stocks tend to be more volatile and more risky than certain other forms of investments, especially as compared to fixed income products like bonds. v. Investing in fixed income securities issued by the U.S. Government, including Treasury Bills, Treasury Notes, Treasury Bonds, Treasury Inflation-Protected Securities (“TIPS”), and Floating Rate Notes means that a client will be subject to the market prices of such debt securities, which typically fluctuate depending on interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and rise when interest rates fall. The longer the time to a security’s maturity, the greater its interest rate risk. Fixed income securities issued by the U.S. Government are also subject to inflation risk, reinvestment risk, redemption risk, and valuation risk. vi. Investing in money market funds carries interest rate risk. Securities with longer maturities typically offer higher yields, but have greater interest rate sensitivity. There is also liquidity risk - the money market fund may impose a fee upon the sale of your shares, or may temporarily suspend your ability to sell shares, if the fund’s liquidity falls below required minimums because of market conditions or other factors. vii. Investing in options has the potential to amplify losses as well as to limit potential gains, and whether or not an option will result in a gain or a loss is wholly dependent on the market value of the option’s underlying security. Options require the payment of a premium (which may not be recouped), and have the potential to trigger a purchase or sale obligation within a shorter timeframe than a more traditional long-term investment. Implementing certain options strategies creates certain time sensitivities, such that an options strategy may not be successful if exercises are not executed within an applicable period of time. When selling covered calls, there is a risk the underlying position may be called away at a price lower than the current market price. When purchasing puts, there is a risk that the premium paid will be a sunk cost if the option expires unexercised. viii. Some clients maintain margin accounts to facilitate short-term borrowing needs, which are unrelated to our investment strategies. For some high-net worth clients that are seeking a more aggressive strategy for their portfolio, we may work with those clients on an individual basis to develop a leveraged strategy utilizing margin to increase market participation in their portfolio as part of a customized investment strategy. Clients are responsible for any brokerage or margin charges in addition to advisory fees. Risks of using margin include “margin calls” (also called “fed Page 12 of 24 Date of Brochure: September 29, 2025  calls” or “maintenance calls”). Margin calls occur when account values decrease below minimum maintenance margin levels established by the broker-dealer that holds the securities in the client’s account, requiring the investor to deposit additional money or securities into their margin account. While the use of margin borrowing can increase returns, it can also magnify losses. Clients must specifically request to establish a margin account. ix. Relying on the investment advisory or management services of an independent and unaffiliated third-party adviser means that clients will be subject to such third-party adviser’s continued ability to achieve its investment mandates, as well as specific client investment objectives and restrictions. To the extent that a third-party adviser is dependent on the services or intellectual capital of a select few individuals, the departure or death of such individuals may have a material impact on the continued viability of such third-party adviser and its ability to continue serving client accounts. There can be no guarantee that a third-party adviser will meet its performance expectations, or that its services will be free of trading or management-related errors. Page 13 of 24 Date of Brochure: September 29, 2025  Item 9: Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Adviser’s advisory business or the integrity of Adviser’s management. Page 14 of 24 Date of Brochure: September 29, 2025  Item 10: Other Financial Industry Activities & Affiliations A. Neither Adviser nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. Neither Adviser nor any of its management persons have any relationship or arrangement with any related person below: i. ii. iii. iv. v. vi. vii. viii. ix. x. xi. broker-dealer, municipal securities dealer, or government securities dealer or broker investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) other investment adviser or financial planner futures commission merchant, commodity pool operator, or commodity trading advisor banking or thrift institution accountant or accounting firm lawyer or law firm insurance company or agency pension consultant real estate broker or dealer sponsor or syndicator of limited partnerships D. As described earlier in Item 4 of this brochure, we retain the authority to retain one or more Third-Party Advisers to provide investment advisory, administrative, and other back-office services to us for the benefit of us and our clients. We do not receive any compensation directly from such Third-Party Adviser, but they do offer services that are intended to directly benefit us, clients, or both. Such services include (a) an online platform through which we can monitor and review client accounts, create model portfolios, and perform other client account maintenance matters, and (b) quarterly client statements. The availability of such services from a Third-Party Adviser creates a conflict of interest, to the extent we may be motivated to retain a Third-Party Adviser as opposed to an alternative Third-Party Adviser (or to not retain one at all). We address this conflict of interest by performing appropriate due diligence on Third-Party Advisers to confirm their respective services are in the best interests of clients, periodically evaluating alternatives, and evaluating the merit of Third-Party Advisers without consideration for the benefits received by us. Page 15 of 24 Date of Brochure: September 29, 2025  Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading A. Adviser has adopted a code of ethics that will be provided to any client or prospective client upon request. Adviser’s code of ethics describes the standards of business conduct that Adviser requires of its supervised persons, which is reflective of Adviser’s fiduciary obligations to act in the best interests of its clients. The code of ethics also includes sections related to compliance with securities laws, reporting of personal securities transactions and holdings, reporting of violations of the code of ethics to Adviser’s Chief Compliance Officer, pre-approval of certain investments by access persons, and the distribution of the code of ethics and any amendments to all supervised persons followed by a written acknowledgement of their receipt. B. Neither Adviser nor any of its related persons recommends to clients, or buys or sells for client accounts, securities in which Adviser or any of its related persons has a material financial interest. C. From time to time, Adviser or its related persons will invest in the same securities (or related securities such as warrants, options or futures) that Adviser or a related person recommends to clients. This has the potential to create a conflict of interest because it affords Adviser or its related persons the opportunity to profit from the investment recommendations made to clients. Adviser’s policies and procedures and code of ethics address this potential conflict of interest by prohibiting such trading by Adviser or its related persons if it would be to the detriment of any client and by monitoring for compliance through the reporting and review of personal securities transactions. In all instances Adviser will act in the best interests of its clients. D. From time to time, Adviser or its related persons will buy or sell securities for client accounts at or about the same time that Adviser or a related person buys or sells the same securities for its own (or the related person’s own) account. This has the potential to create a conflict of interest because it affords Adviser or its related persons the opportunity to trade either before or after the trade is made in client accounts, and profit as a result. Adviser’s policies and procedures and code of ethics address this potential conflict of interest by prohibiting such trading by Adviser or its related persons if it would be to the detriment of any client and by monitoring for compliance through the reporting and review of personal securities transactions. In all instances Adviser will act in the best interests of its clients. Page 16 of 24 Date of Brochure: September 29, 2025  Item 12: Brokerage Practices A. Adviser considers several factors when recommending a custodial broker-dealer for client transactions and determining the reasonableness of such custodial broker-dealer’s compensation. Such factors include the custodial broker-dealer’s industry reputation and financial stability, service quality and responsiveness, execution price, speed and accuracy, reporting abilities, and general expertise. Assessing these factors as a whole allows Adviser to fulfill its duty to seek best execution for its clients’ securities transactions. However, Adviser does not guarantee that the custodial broker-dealer recommended for client transactions will necessarily provide the best possible price, as price is not the sole factor considered when seeking best execution. After considering the factors above, Adviser recommends Charles Schwab & Co., Inc. ("Schwab") Fidelity Brokerage Services LLC ("Fidelity") as the custodial broker-dealers for client accounts. i. Adviser does not receive research and other soft dollar benefits in connection with client securities transactions, which are known as “soft dollar benefits”. However, the custodial broker-dealer(s) recommended by Adviser do provide certain products and services that are intended to directly benefit Adviser, clients, or both. Such products and services include (a) an online platform through which Adviser can monitor and review client accounts, (b) access to proprietary technology that allows for order entry, (c) duplicate statements for client accounts and confirmations for client transactions, (d) invitations to the custodial broker-dealer(s)’ educational conferences, (e) practice management consulting, and (f) occasional business meals and entertainment. The receipt of these products and services creates a conflict of interest to the extent it causes Adviser to recommend Schwab and Fidelity as opposed to a comparable custodial broker-dealer. Adviser addresses this conflict of interest by fully disclosing it in this brochure, evaluating Schwab and Fidelity based on the value and quality of its services as realized by clients, and by periodically evaluating alternative broker-dealers to recommend. ii. Adviser does not consider, in selecting or recommending custodial broker-dealers, whether Adviser or a related person receives client referrals from a custodial broker-dealer or third-party. iii. Adviser does not routinely recommend, request, or require that a client direct Adviser to execute transactions through a specified custodial broker-dealer other than Schwab and Fidelity. B. To the extent a client has a preexisting annuity contract for which it is not practicable or appropriate to surrender, and for which Adviser is to be engaged to render its discretionary investment management services, as of the date of this brochure Adviser generally recommends that such annuity contracts be held through either Fidelity Investments Life Insurance or Nationwide Life Insurance Company due to the comparatively lower costs afforded by such annuity sponsors. Adviser’s recommendations regarding annuity providers may change over time as new products become available or as competitors adjust their offerings. C. Adviser retains the ability to aggregate the purchase and sale of securities for clients’ accounts with the goal of seeking more efficient execution and more consistent results across accounts. Aggregated trading instructions will not be placed if it would result in increased administrative and other costs, custodial burdens, or other disadvantages. If client trades are aggregated by Adviser, such aggregation will be done so as not to disadvantage any client and to treat all clients as fairly and equally as possible. Page 17 of 24 Date of Brochure: September 29, 2025  D. Trade rotation systems are used to ensure that clients are treated fairly and to show that no one group of clients is favored over another group of clients. We use multiple custodians and trading accounts, so it is not possible for us to trade all accounts simultaneously. Therefore, a trade rotation policy and procedure has been instituted to provide all clients’ fair treatment in the execution of aggregated or “batched” trades for our model portfolios. Trades initiated by a client’s cash deposit or request for a cash withdrawal, or any client-initiated change in their portfolio strategy, which may be “batched” for administrative convenience, will not be subject to our trade rotation procedure. Trades of open-ended mutual funds will be entered on the same day. Since all orders for an open-ended mutual fund placed the same day receive the same price, these security trades are not covered by this rotation policy. Page 18 of 24 Date of Brochure: September 29, 2025  Item 13: Review of Accounts A. When engaged for investment management services, the investment adviser representatives (“IARs”) of Adviser monitor client accounts on an ongoing basis, and typically review client accounts on an annual basis. Such reviews are designed to ensure that the client is still on track to achieve his or her financial goals, and that the investments remain appropriate given the client’s risk tolerance, investment objectives, major life events, and other factors. Clients are encouraged to proactively reach out to Adviser to discuss any changes to their personal or financial situation. IARs periodically review Third-Party Advisers’ reports provided to the client, but no less often than on a semi-annual basis. Our IARs contact clients from time to time, as agreed to with the client, in order to review their financial situation and objectives; communicate information to Third-Party Advisers as warranted; and assist the client in understanding and evaluating the services provided by the Third-Party Adviser. The client is expected to notify us of any changes in his/her financial situation, investment objectives, or account restrictions that could affect their account. The client may also directly contact the Third-Party Adviser managing the account or sponsoring the program. Clients who utilize Third-Party Advisers should review the Third-Party Adviser’s Form ADV Part 2 Item 13 – Review of Accounts regarding account reviews, types of written reports provided and frequency of such reports. Financial planning or consultation clients do not receive reviews of their written plans unless they take action to schedule a financial consultation with us or separately contract with us for a post-financial plan meeting or update to their initial written financial plan. The type of reporting is agreed upon by us and the client on a case-by-case basis. We do not provide ongoing services to financial planning or consultation clients but are willing to meet with such clients upon their request to discuss updates to their plans or changes in their circumstances. In cases when we have been contracted to conduct ongoing financial planning or consultation services, the IARs will conduct reviews as agreed upon with the client. B. Other factors that may trigger a review include, but are not limited to, material developments in market conditions, material geopolitical events, and changes to a client’s personal or financial situation (the birth of a child, preparing for a home purchase, plans to attend higher education, a job transition, impending retirement, death or disability among family members, etc.). C. The custodial broker-dealer will send account statements and reports directly to clients no less frequently than quarterly. Such statements and reports will be mailed to clients at their address of record or delivered electronically, depending on the client’s election. If agreed to by Adviser and client, Adviser or a third-party report provider will also send clients reports to assist them in understanding their account positions and performance, as well as the progress toward achieving financial goals. Page 19 of 24 Date of Brochure: September 29, 2025  Item 14: Client Referrals and Other Compensation A. Nobody other than clients provides an economic benefit to Adviser for providing investment advice or other advisory services to clients. However, as described above in Item 12, the custodial broker-dealer(s) recommended for client accounts provides certain products and services that are intended to directly benefit Adviser, clients, or both. B. Neither Adviser nor a related person directly or indirectly compensates a person who is not Adviser’s supervised person for client referrals. We may refer clients to unaffiliated professionals for specific needs, such as mortgage brokerage, real estate sales, estate planning, legal, and/or tax/accounting. In turn, these professionals may refer clients to us for investment management needs. We do not have any arrangements with individuals or companies that we refer clients to, and we do not receive any compensation for these referrals. However, it could be concluded that we are receiving an indirect economic benefit from this practice, as the relationships are mutually beneficial. For example, there could be an incentive for us to recommend services of firms who refer clients to us. We only refer clients to professionals we believe are competent and qualified in their field, but it is ultimately the client’s responsibility to evaluate the provider, and it is solely the client’s decision whether to engage a recommended firm. Clients are under no obligation to purchase any products or services through these professionals, and we have no control over the services provided by another firm. Clients who chose to engage these professionals will sign a separate agreement with the other firm. Fees charged by the other firm are separate from and in addition to fees charged by us. If the client desires, we will work with these professionals or the client’s other advisors (such as an accountant, attorney, or other investment adviser) to help ensure that the provider understands the client’s investments and to coordinate services for the client. We do not share information with an unaffiliated professional unless first authorized by the client. C. The use of margin is permitted in fee-based investment advisory programs. A margin debit balance is created by borrowing against your account which gives you access to cash and/or the ability to purchase additional securities. Accounts with margin balances will have fees assessed based on the gross market value of the account as stipulated in the Wealth Management Agreement signed by each client. Using margin increases the market value of the account’s billable account value, which in turn increases the amount of the fee you pay and the amount of compensation we earn. A conflict of interest may exist as since we are billing on the higher margin balance, there may be an appearance of a disincentive to encourage the client to trim or eliminate the margin balance. This conflict is addressed by us only recommending clients engage in margin borrowing if it is in the best interest of the client and will recommend the reduction of margin balances when suitable based on the client’s needs. It is also a conflict of interest if you borrow on margin in your account as the custodial broker-dealer of your assets receives compensation on the interest you pay on your margin debit balance. You are encouraged to evaluate the interest rates you pay by borrowing on margin and compare those interest rates to other available sources of credit (or lenders) from which you can borrow, as the interest you might be charged by borrowing on margin may be greater than loans available to you elsewhere. Page 20 of 24 Date of Brochure: September 29, 2025  Item 15: Custody For clients that do not have their fees deducted directly from their account(s), and have not provided Adviser with any standing letters of authorization (“SLOAs”) to distribute funds from their account(s) to third parties, Adviser will not have any custody of client funds or securities. For clients that have their fees deducted directly from their account(s), or that have provided Adviser with discretion as to amount and timing of disbursements pursuant to an SLOA to disburse funds from their account(s) to third parties, Adviser will generally be deemed to have custody over such clients’ funds pursuant to applicable custody rules and guidance thereto. At no time will Adviser accept custody of client funds or securities in the capacity of a custodial broker-dealer or other qualified custodian, and at all times client accounts will be held by a third-party qualified custodian as described in Item 12, above. With respect to custody that is triggered by third party SLOAs, Adviser endeavors to comply with the following seven conditions as listed in the 2017 SEC No Action Letter to the Investment Adviser Association: 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. If a client receives account statements from both the custodial broker-dealer and Adviser or a third-party report provider, client is urged to compare such account statements and advise Adviser of any discrepancies between them. Page 21 of 24 Date of Brochure: September 29, 2025  Item 16: Investment Discretion A. Adviser accepts discretionary trading authority to manage securities accounts on behalf of clients only pursuant to the mutual written agreement of Adviser and the client through a power-of-attorney, which is typically contained in the advisory agreement signed by Adviser and the client. This includes the authority to buy, sell, and otherwise transact in securities and other investment products in client’s account(s) without necessarily consulting with clients in advance. Clients may place reasonable limitations on this discretionary authority so long as it is contained in a written agreement and/or power-of-attorney. In limited circumstances, we may alternatively agree to manage accounts on a non-discretionary basis, pursuant to which the client must pre-approve recommended transactions before they are placed with the custodial broker-dealer. B. When working with a Third-Party Adviser on a discretionary account, we are authorized to delegate or terminate the management of all or part of your account to one or more Third-Party Advisers who will have limited power-of-attorney authorized to buy, sell, and trade in accordance with your investment needs. In some cases, we may recommend certain Third-Party Advisers to clients and then it is up to the client to approve and act on our recommendations. A Third-Party Adviser chosen by the client is responsible for all investment decisions made in the client’s account(s) and, depending on the particular Third-Party Adviser, the Client may need to sign agreements directly with the Third-Party Adviser. It is important to note we do not offer advice on any specific securities/other investments in connection with the retention or recommendation of Third-Party Advisers. Clients can find more information about the discretionary authority granted to Third-Party Advisers in Item 16 – Investment Discretion of the Third-Party Adviser’s Form ADV disclosure brochure. Page 22 of 24 Date of Brochure: September 29, 2025  Item 17: Voting Client Securities A. Adviser does not have and will not accept authority to vote client securities. However, Third-Party Advisers we recommend may vote proxies for clients. Therefore, except in the event a Third-Party Adviser votes proxies, clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Therefore (except for proxies that may be voted by a Third-Party Adviser), we and/or you shall instruct your custodial broker-dealer to forward to you copies of all proxies and shareholder communications relating to your investment assets. B. Subject to the section above, Clients will receive their proxies or other solicitations directly from their custodial broker-dealer or a transfer agent, as applicable, and should direct any inquiries regarding such proxies or other solicitations directly to the sender. Page 23 of 24 Date of Brochure: September 29, 2025  Item 18: Financial Information A. Adviser does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. B. Adviser has no financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. C. Adviser has not been the subject of a bankruptcy petition at any time during the past ten years. Page 24 of 24 Date of Brochure: September 29, 2025