NADLER FINANCIAL GROUP, INC.

Item 1 Cover Page NADLER FINANCIAL GROUP, INC. SEC File Number: 801-61462 ADV Part 2A, Brochure Dated: November 6, 2025 Contact: Michael A. Nadler, Chief Compliance Officer 750 Estate Drive, Suite 110 Deerfield, IL 60015 Telephone: 847-940-4040 www.nadlerfinancial.com This Brochure provides information about the qualifications and business practices of Nadler Financial Group, Inc. If you have any questions about the contents of this Brochure, please contact us at 847-940- 4040. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Nadler Financial Group, Inc. also is available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Nadler Financial Group, Inc. as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  Item 2 Material Changes There have been no material changes made to Nadler Financial Group, Inc.’s disclosure brochure since the Annual Amendment filing on February 26, 2024. However, certain non-material changes have been made at Item 4 regarding our advisory services. ANY QUESTIONS: Nadler Financial Group’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions regarding this Part 2A, including the disclosure additions and enhancements below. Item 3 Table of Contents Item 1 Cover Page .....................................................................................................................1 Item 2 Material Changes ...........................................................................................................2 Table of Contents ...........................................................................................................2 Item 3 Advisory Business .........................................................................................................3 Item 4 Fees and Compensation ...............................................................................................10 Item 5 Item 6 Performance-Based Fees and Side-by-Side Management ...........................................13 Types of Clients ...........................................................................................................13 Item 7 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ....................................14 Item 9 Disciplinary Information ..............................................................................................17 Item 10 Other Financial Industry Activities and Affiliations ...................................................17 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...................................................................................................18 Item 12 Brokerage Practices .....................................................................................................19 Item 13 Review of Accounts .....................................................................................................22 Item 14 Client Referrals and Other Compensation ...................................................................22 Item 15 Custody ........................................................................................................................23 Item 16 Investment Discretion ..................................................................................................23 Item 17 Voting Client Securities ...............................................................................................23 Financial Information...................................................................................................24 Item 18  Item 4 Advisory Business A. Nadler Financial Group, Inc. (the “Registrant”) is an Illinois corporation formed in May 1997 under the name “VRN Financial Services, Inc.” and registered as an Investment Adviser Firm in 1998. The Registrant changed its name to Nadler Financial Group, Inc. in February 2004. The Registrant is principally owned by Michael A. Nadler, CPA, CFP®. B. As discussed below, the Registrant offers to its clients (individuals, high net worth individuals, charitable organizations, business entities, pension and profit sharing plans, etc.) discretionary investment management services and, to the extent specifically requested by a client, financial planning and related consulting services. INVESTMENT MANAGEMENT AND ADVISORY SERVICES The client can determine to engage the Registrant to provide discretionary investment management services. The Registrant’s annual advisory fee is generally based upon a percentage (%) of the market value of the assets placed under the Registrant’s management or advisement, typically ranging from 0.50% to 1.00%. Prior to engaging the Registrant to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. To the extent engaged to do so and specifically requested by a client, financial planning and related consulting services may be included in the engagement. Please Note: Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with Registrant. The Registrant provides investment advisory services specific to the needs of each client. Before providing investment advisory services, an investment adviser representative will ascertain each client’s investment objectives. Thereafter, the Registrant will allocate and/or recommend that the client allocate investment assets consistent with the designated investment objectives. The Registrant mainly recommends investment in diversified investment vehicles such as mutual funds, and exchange traded funds. Once allocated, the Registrant provides ongoing monitoring and review of account performance, asset allocation and client investment objectives. Focused Investment Objective Program In order to better serve its clients, the Registrant may provide discretionary investment management services through its Focused Investment Objective Program (the “Program”) to clients who maintain less than $750,000 in assets under management. The Program offers six allocation objectives: Income; Conservative; Moderately Conservative; Moderate; Growth; and Aggressive Growth. The Registrant will allocate the client’s assets, consistent with the client’s stated investment objective, in one of these six allocation models. The registrant shall monitor performance at the model level and, to the extent necessary; changes or modifications shall be made at the model level.  Although the Registrant does not actively schedule periodic meetings or conference calls with Program participants, the Registrant shall be available, at the client’s request, for portfolio reviews and account related questions.  Please Note: Participants in the Program do not receive Financial Planning services as part of their participation in the Program.  Please Also Note: Participants in the Program may elect to remain in the Program should their assets under management grow to exceed the $750,000 threshold. For important disclosure information concerning the Program and for more information about the allocation models offered through the Program and for important disclosure information, please refer to Item 8 below. RETIREMENT PLAN CONSULTING SERVICES The Registrant may also be engaged to provide non-discretionary retirement plan consulting services, in the capacity of a 3(21) and or 3(38) advisor, pursuant to which it assists sponsors of self-directed corporate sponsored retirement plans with the selection and monitoring of investment alternatives (generally open-end mutual funds) from which plan participants shall choose in self-directing the investments for their individual plan retirement accounts. Such investment alternatives may include specific asset allocation programs devised by Registrant based upon various investment objectives*. In addition, to the extent requested by the plan sponsor, the Registrant shall also provide participant education designed to assist participants in identifying the appropriate investment strategy for their retirement plan accounts. The terms and conditions of the engagement shall be set forth in a Retirement Plan Services Agreement between the Registrant and the plan sponsor. *Asset allocation models which are managed on a discretionary basis by Registrant are no longer offered to new clients. Trustee Directed Plans. Registrant can be engaged to provide discretionary investment management services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, Registrant will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). Registrant will generally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting / Implementation Services. To the extent specifically requested by the client, the Registrant may provide limited consultation services to its investment management clients on investment and non-investment related matters, such as estate planning, tax planning, insurance, etc. Registrant shall not receive any separate or additional fee for any such consultation services. Registrant will generally provide such consulting services inclusive of its advisory fee set forth at Item 5 below (exceptions could occur based upon assets under management, special projects, etc. for which the Registrant may charge a separate or additional fee). Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s advisory  fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with Registrant. Please Note: Neither the Registrant, nor any of its representatives, serves as an attorney or accountant, and no portion of the Registrant’s services should be construed as legal or accounting services. Neither the Registrant nor its investment adviser representatives assist clients with the implementation of any financial plan, unless they have agreed to do so in writing. Accordingly, the Registrant does not prepare estate planning documents or tax returns. In addition, the Registrant does not monitor a client’s financial plan, and it is the client’s responsibility to revisit the financial plan with the Registrant, if desired. To the extent requested by a client, the Registrant may recommend the services of other professionals for certain non-investment implementation purposes (i.e. attorneys, accountants, insurance agents, etc.) including the Registrant’s representatives in their individual capacities as registered representatives of Ausdal Financial Partners (“Ausdal”), an SEC-registered and FINRA member broker-dealer and/or as licensed insurance agents. (See Item 10.C). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. Conflict of Interest: The recommendation by a Registrant representative that a client purchase a securities or insurance commission product from a Registrant representative in his/her individual capacity as a representative of Ausdal and/or as an insurance agent, presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend products based on commissions to be received, rather than on a particular client’s need. No client is under any obligation to purchase any securities or insurance commission products from a Registrant representative. Clients are reminded that they may purchase securities and insurance products recommended by Registrant through other, non-affiliated broker-dealers and/or insurance agencies. Please Also Note: It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Registrant’s previous recommendations and/or services. If, and when, the Registrant is involved in a specific matter (i.e. estate planning, insurance, accounting-related engagement, etc.), it is the engaged licensed professionals (i.e. attorney, accountant, insurance agent, etc.), and not the Registrant, that is responsible for the quality and competency of the services provided. Fee Dispersion. Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. Use of Mutual Funds and Exchange Traded Funds. While the Registrant may recommend allocating investment assets to mutual funds and exchange traded funds that are not available directly to the public, the Registrant may also recommend that clients allocate  investment assets to publicly-available mutual funds and exchange traded funds that the client could obtain without engaging Registrant as an investment adviser. However, if a client or prospective client determines to allocate investment assets to publicly available mutual funds and exchange traded funds without engaging Registrant as an investment advisor, the client or prospective client would not receive the benefit of Registrant’s initial and ongoing investment advisory services. Please Note: In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed below, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective client may have regarding the above. Client Retirement Plan Assets. If requested to do so, Registrant shall provide investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, Registrant shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the 401(k) platform. Registrant’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. Registrant will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify Registrant of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by the Registrant to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of Registrant calculating its advisory fee. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, Registrant generally recommends that Schwab serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, dealer spreads and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker- dealer/custodian (while certain custodians, including Schwab, do not currently charge fees on individual equity or ETF transactions, others do). Please Note: there can be no assurance that Schwab will not change its transaction fee pricing in the future. Please Also Note: Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. These fees/charges are in addition to Registrant’s investment advisory fee at Item 5 below. Registrant does not receive any portion of these fees/charges. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Michael Nadler, remains available to address any questions that a client or prospective client may have regarding the above. However, Schwab (as do its primary competitors that provide similar pricing arrangements) requires that cash proceeds be automatically swept into a Schwab proprietary or affiliated money market mutual funds or cash sweeps accounts, which proprietary/affiliated Schwab funds/accounts do not provide the highest return available.  Retirement Rollovers / Potential for Conflict of Interest. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If the Registrant recommends that a client roll over their retirement plan assets into an account to be managed by the Registrant, such a recommendation creates a conflict of interest if the Registrant will earn new (or increase its current) compensation as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant, whether it is from an employer’s plan or an existing IRA. The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client may have regarding its prospective engagement and the corresponding conflict of interest presented by such engagement. Cash Sweep Accounts Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, Registrant shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account Please Note: The above does not apply to the cash component maintained within the Registrant’s actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any of the Registrant’s unmanaged accounts. Cybersecurity Risk. The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls that are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and/or result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. In accordance with Regulation S-P, the Registrant is committed to protecting the privacy and security of its clients' non-public personal information by  implementing appropriate administrative, technical, and physical safeguards. Registrant has established processes to mitigate the risks of cybersecurity incidents, including the requirement to restrict access to such sensitive data and to monitor its systems for potential breaches. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur financial losses and/or other adverse consequences. Although the Registrant has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that the Registrant does not control the cybersecurity measures and policies employed by third-party service providers, issuers of securities, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchanges, and other financial market operators and providers. In compliance with Regulation S-P, the Registrant will notify clients in the event of a data breach involving their non-public personal information as required by applicable state and federal laws. . Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify the Registrant if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/ evaluating/revising Registrant’s previous recommendations and/or services. Please Note: Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Michael Nadler, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. include the client’s designated Independent Managers. The Registrant may allocate a portion of the client’s investment assets among unaffiliated independent investment managers, including Schwab’s personal indexing program, in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager[s] shall have day-to-day responsibility for the active discretionary management of the allocated assets, including, to the extent applicable, proxy voting responsibility. Registrant shall continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors that Registrant shall consider in recommending Independent Manager[s] investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. Please Note. The investment management fee charged by the Independent Manager[s] is separate from, and in addition to, Registrant’s investment advisory fee disclosed at Item 5 below. ANY QUESTIONS: Registrant’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the allocation of account assets to an Independent Manager(s), including the specific additional fee to be  charged by such Independent Manager(s). Disclosure Brochure. A copy of the Registrant’s written disclosure statement as set forth on ADV Part 2, along with Form CRS (Relationship Summary), shall be provided to each client prior to, or contemporaneously with, the execution of the applicable form of client agreement. Inverse/Enhanced Market Strategies. The Registrant may utilize long and short mutual funds and/or exchange traded funds that are designed to perform in either an: (1) inverse relationship to certain market indices (at a rate of 1 or more times the inverse [opposite] result of the corresponding index) as an investment strategy and/or for the purpose of hedging against downside market risk; and (2) enhanced relationship to certain market indices (at a rate of 1 or more times the actual result of the corresponding index) as an investment strategy and/or for the purpose of increasing gains in an advancing market. There can be no assurance that any such strategy will prove profitable or successful. In light of these enhanced risks/rewards, a client may direct the Registrant, in writing, not to employ any or all such strategies for his/her/their/its accounts. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Of course, as indicated below, there can be no assurance that investment decisions made by Registrant will be profitable or equal any specific performance level(s). Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Margin Accounts: Risks/Conflict of Interest. Registrant does not recommend the use of margin for investment purposes. A margin account is a brokerage account that allows investors to borrow money to buy securities. By using borrowed funds, the customer is employing leverage that will magnify both account gains and losses. The broker charges the investor interest for the right to borrow money and uses the securities as collateral. Should a client determine to use margin, Registrant will include the entire market value of the margined assets when computing its advisory fee. Accordingly, the Registrant’s fee shall be based upon a higher margined account value, resulting in the Registrant earning a correspondingly higher advisory fee. As a result, the potential of conflict of interest arises since the Registrant may have an economic disincentive to recommend that the client terminate the use of margin. Specifically, the following economic benefits would inure to Registrant: • by taking the loan rather than liquidating assets in the client’s account, Registrant continues to earn a fee on such Account assets; and, if the client invests any portion of the loan proceeds in an account to be managed by • Registrant, Registrant will receive an advisory fee on the invested amount; and, • if Registrant’s advisory fee is based upon the higher margined account value, Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a  disincentive to encourage the client to discontinue the use of margin. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective client may have regarding the use of margin. Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Registrant) will be profitable or equal any specific performance level(s). C. The Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. Registrant does not offer a wrap fee program for its investment advisory services. E. As of December 31, 2024, the Registrant had $1,919,058,570 in assets under management on a discretionary basis. Item 5 Fees and Compensation A. INVESTMENT MANAGEMENT AND ADVISORY SERVICES The client can engage the Registrant to provide active discretionary investment management services or retirement plan consulting services on a negotiable fee basis. The Registrant’s annual investment advisory fee shall generally be based upon a percentage (%) of the market value and type of assets placed under the Registrant’s management (between negotiable and 1.0%). Registrant has three separate investment management/advisory fee schedules indicated below. One is for non-Program discretionary investment management, another for Focused Investment Objective Program participants, and a separate fee schedule for Retirement Plan Consulting Services: 1. Discretionary Investment Management Fee Schedule Assets Under Management First $1,000,000 Amounts between $1-2 million Amounts between $2-5 million Amounts above $5,000,000 Annual Fee 1.0% .85% .70% .50% Please Note: Clients who maintain less than $750,000 of assets under management may be subject to a $7,500 annual minimum fee to participate in this managed account program. Therefore, those clients will pay a higher percentage annual fee than the percentage fee referenced in the above fee schedule. The ADVISER generally requires an annual minimum  fee of $7,500, however, the ADVISER shall never charge the CLIENT more than 3% of their total account value. 2. Focused Investment Objective Program Fee Schedule Assets Under Management First $1,000,000 Amounts between $1-1.5 million Amounts above $1,500,000 Annual Fee .85% .75% Negotiable Please Note: Clients who maintain less than $235,300 of assets under management are subject to a $2,000 annual minimum fee. Therefore, those clients will pay a higher percentage annual fee than the percentage fee referenced in the above fee schedule. 3. Legacy Client Fee Schedule Assets Under Management First $500,000 Amounts between $0.5-1 million Amounts above $1,000,000 Annual Fee 1.0% .75% .50% Please Note: This fee schedule is generally not offered to new clients. This fee schedule was offered historically to certain long-term legacy clients of the firm. To the extent that these clients have maintained their investment advisory relationship with the Registrant, they have been grandfathered to remain on this fee schedule. In certain cases, legacy clients may have negotiated a lower fee schedule than the ranges set forth in this Legacy Client Fee Schedule. Please also note, Registrant includes the value of certain month or quarter end interest or dividend payments when calculating client fees. Because these payments may be credited to the appropriate account subsequent to the issuance of the applicable brokerage statement, the market value reflected on the client brokerage statement may differ slightly from the value used in Registrant’s fee billing process. Fee Dispersion: The Registrant’s investment advisory fee schedules are negotiable at Registrant’s discretion, depending upon objective and subjective factors including but not limited to: the amount of assets to be managed; portfolio composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional assets; the professional(s) rendering the service(s); prior relationships with the Registrant and/or its representatives, and negotiations with the client. Certain legacy clients may have accepted different pre-existing service offerings from Registrant and may therefore receive services under different fee schedules than as set forth above. As a result of these factors, similarly situated clients could pay different fees, the services to be provided by the Registrant to any particular client could be available from other advisers at lower fees, and certain clients may have fees different than those specifically set forth above. The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective client may have regarding the above fee determination. 4. Retirement Plan Consulting Services  The Registrant also provides non-discretionary retirement plan consulting services according to the terms and conditions of a Retirement Plan Services Agreement between the Registrant and the plan sponsor. The Registrant’s a n n u a l fee for these services is negotiable but will generally not exceed 0.75%. Registrant’s retirement plan consulting fees may vary based on benchmark data reflecting industry norms for similar sized plans receiving similar services. B. Clients are generally required to have the Registrant’s advisory fees deducted from their custodial account. The applicable form of client agreement and the custodial/clearing agreement may authorize the custodian to debit the account for the amount of the Registrant’s investment advisory fee and to directly remit that management fee to the Registrant in compliance with regulatory procedures. In the limited event that the Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice. The Registrant shall deduct fees and/or bill clients quarterly in arrears, based upon the market value of the assets on the last business day of the previous quarter. Fees will be prorated in connection with additions (i.e., contributions) and withdrawals that do not occur on the first day of the quarter. With respect to certain non-discretionary retirement plans, the Registrant may be required by the plan custodian or plan recordkeeper to deduct fees or bill clients quarterly, in arrears, based upon the average daily balance of plan assets during the previous quarter. C. As discussed below, unless the client directs otherwise or an individual client’s circumstances require, the Registrant shall generally recommend that Schwab serve as the broker- dealer/custodian for client investment management assets. Broker-dealers such as Schwab charge transaction fees for effecting certain securities transactions (i.e. transaction fees are charged for certain no-load mutual funds and fixed income securities transactions). In addition to Registrant’s investment management fee and brokerage transaction fees, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). When beneficial to the client, individual fixed-income and/or equity transactions may be effected through broker-dealers with whom Registrant and/or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker-dealers (in which event, the client generally will incur both the transaction fee charged by the executing broker-dealer and a “tradeaway” fee charged by Schwab). D. Registrant’s annual investment advisory fee shall b e paid quarterly, in arrears, based upon the market value of the assets on the last business day of the previous quarter. This market value may include accrued interest, the value of which is also reflected on the client’s custodial statement. As noted above, the Registrant generally requires an annual minimum fee of $2,000 for participation in the Focused Investment Objective Program Please refer to Item 5.A above for a more detailed description of such minimum fees. The Registrant, in its sole discretion, may charge a lesser investment management fee and/or waive or reduce its annual minimum fee requirement based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client, etc.). The applicable form of agreement between the Registrant and the client will continue in effect until terminated by either party by written notice in accordance with the terms of such agreement. Upon termination, the Registrant shall debit the account for the pro-rated portion of the unpaid advisory fee based upon the number  of days that services were provided during the billing quarter. E. Securities Commission Transactions. In the event that the client desires, the client can engage Registrant’s representatives, in their individual capacities, as registered representatives of Ausdal Financial Partners, Inc. a FINRA member broker dealer (“Ausdal”), to implement investment recommendations on a commission basis. In the event the client chooses to purchase investment products through Ausdal, Ausdal will charge brokerage commissions to effect securities transactions, a portion of which commissions Ausdal shall pay to Registrant’s representatives, as applicable. The brokerage commissions charged by Ausdal may be higher or lower than those charged by other broker-dealers. In addition, Ausdal, as well as Registrant, relative to commission mutual fund purchases, may also receive additional ongoing 12b-1 trailing commission compensation directly from the mutual fund company during the period that the client maintains the mutual fund investment. 1. Conflict of Interest: The recommendation that a client purchase a commission product from Ausdal presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend investment products based on commissions to be received, rather than on a particular client’s need. No client is under any obligation to purchase any commission products from Registrant’s representatives. The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. 2. Please Note: Clients may purchase investment products recommended by Registrant through other, non-affiliated broker dealers or agents. 3. The Registrant does not receive more than 50% of its revenue from advisory clients as a result of commissions or other compensation for the sale of investment products the Registrant recommends to its clients. 4. When Registrant’s representatives sell an investment product on a commission basis, the Registrant does not charge an advisory fee in addition to the commissions paid by the client for such product. When providing services on an advisory fee basis, the Registrant’s representatives do not also receive commission compensation for such advisory services. However, a client may engage the Registrant to provide investment management services on an advisory fee basis and separate from such advisory services purchase an investment product from Registrant’s representatives on a separate commission basis. Item 6 Performance-Based Fees and Side-by-Side Management Neither the Registrant nor any supervised person of the Registrant accepts performance- based fees. Item 7 Types of Clients The Registrant’s clients shall generally include individuals, high net worth individuals, pension and profit sharing plans, charitable organizations, and other business entities. The Registrant, in its sole discretion, may charge a lesser investment management fee and/or reduce or waive its aggregate account minimum based upon certain criteria (i.e. anticipated future earning  capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client, etc.). Please Note: Focused Investment Objective Program clients who are subject to a $2,000 annual minimum fee, will pay a higher percentage fee than referenced in the above fee schedule. Clients participating in our Discretionary Investment Management program are subject to a $7,500 minimum annual fee. There is no minimum fee for clients under Registrant’s Retirement Plan Consulting Services. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. The Registrant may utilize the following methods of security analysis:  Fundamental – (analysis performed on historical and present data, with the goal of making financial forecasts)  Technical – (analysis performed on historical and present data, focusing on price and trade volume, to forecast the direction of prices)  Cyclical – (analysis performed on historical relationships between price and market trends, to forecast the direction of prices) The Registrant may utilize the following investment strategies when implementing investment advice given to clients:  Long-Term Purchases (securities held at least a year)  Short-Term Purchases (securities sold within a year) Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by the Registrant) will be profitable or equal any specific performance level(s). Investing in securities involves risk of loss that clients should be prepared to bear. B. The Registrant’s method of analysis and investment strategy does not present any significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis, the Registrant must have access to current/new market information. The Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, severely limiting the value of the Registrant’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. The Registrant’s primary investment strategies, Long-Term Purchases and Short-Term Purchases, are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer  term investment strategy. C. Registrant practices tactical asset allocation and mainly recommends investment in diversified investment vehicles such as mutual funds, and exchange traded funds. Registrant strives to reduce investment risk through diversification while pursuing a desired rate of return range by spreading an individual’s investments over a number of asset classes with different risk and return characteristics. These asset classes include, but are not limited to, large-cap stocks, mid-cap stocks, small-cap stocks, foreign stocks, emerging market stocks, corporate bonds, bond funds, exchange traded notes, municipal bonds, government bonds, commodities and money market instruments. Focused Investment Objective Program: For clients maintaining less than $750,000 in assets under management with Registrant, and if consistent with a client’s stated investment objectives, Registrant’s may allocate client’s investment assets on a discretionary basis among its Focused Investment Objective Program. The portfolio may consist of one or more mutual funds and/or ETFs from Registrant’s “Recommended Fund List” that are comparable to certain benchmark indexes. Participants in the Focused Investment Objective Program may select from one of the following six allocation objectives: Income, Conservative; Moderately Conservative; Moderate; Growth; and Aggressive Growth. Registrant’s Focused Investment Objective Program asset allocation strategies have been designed to comply with the requirements of Rule 3a-4 of the Investment Company Act of 1940. Rule 3a-4 provides similarly managed investment programs, such as Registrant’s asset allocation programs, with a non-exclusive safe harbor from the definition of an investment company. In accordance with Rule 3a-4, the following disclosure is applicable to Registrant’s management of client assets: 1. Initial Interview – at the opening of the account, the Registrant, through its designated representatives, shall obtain from the client information sufficient to determine the client’s financial situation and investment objectives; 2. Individual Treatment – the account is managed on the basis of the client’s financial situation and investment objectives; 3. Quarterly Notice – at least quarterly the Registrant shall notify the client to advise the Registrant whether the client’s financial situation or investment objectives have changed, or if the client wants to impose and/or modify any reasonable restrictions on the management of the account; 4. Annual Contact – at least annually, the Registrant shall contact the client to determine whether the client’s financial situation or investment objectives have changed, or if the client wants to impose and/or modify any reasonable restrictions on the management of the account; 5. Consultation Available – the Registrant shall be reasonably available to consult with the client relative to the status of the account; 6. Quarterly Report – the client shall be provided with a quarterly report for the account for the preceding period; 7. Ability to Impose Restrictions – the client shall have the ability to impose reasonable restrictions on the management of the account, including the ability to instruct the  Registrant not to purchase certain mutual funds; 8. No Pooling – the client’s beneficial interest in a security does not represent an undivided interest in all the securities held by the custodian, but rather represents a direct and beneficial interest in the securities which comprise the account; 9. Separate Account – a separate account is maintained for the client with the Custodian; 10. Ownership – each client retains indicia of ownership of the account (e. g. right to withdraw transaction securities or cash, exercise or delegate proxy voting, and receive confirmations). The Registrant believes that its annual investment management fee is reasonable in relation to: (1) the advisory services provided under the Investment Advisory Agreement; and (2) the fees charged by other investment advisers offering similar services/programs. However, Registrant’s annual investment management fee may be higher than that charged by other investment advisers offering similar services/programs. In addition to Registrant’s annual investment management fee, the client will also incur charges imposed directly at the mutual and exchange traded fund level (e.g., management fees and other fund expenses). Please Note: Registrant’s investment programs may involve above-average portfolio turnover which could negatively impact upon the net after-tax gain experienced by an individual client in a taxable account. Participants in the Focused Investment Objective Program may select from one of the following six allocation objectives: Income: This investment structure is intended to preserve capital and generate a stable level of income, which may be reinvested. Capital appreciation is acceptable, although it is not the primary objective. A low level of principal fluctuation is possible and acceptable. The portfolio may consist of a determined allocation among equities, fixed income, and cash, with a primary emphasis on fixed income. Conservative: This investment structure is intended to generate a stable level of income which may be reinvested, with capital appreciation as a secondary objective. A modest level of principal fluctuation is expected and acceptable in this investment structure, which may consist of a determined allocation among equities, fixed income, and cash, with a primary emphasis on fixed income. Moderately Conservative: This investment structure is intended to generate a stable level of income, which may be reinvested, and also some future capital appreciation. Some principal fluctuation is expected and acceptable over an intended investment time horizon of at least five years. Under this investment structure, the typically determined allocation may consist of equities, fixed income, and cash. Moderate: This investment structure is intended to generate both current income and future capital appreciation. Principal risk and fluctuation are expected and acceptable over an intended investment time horizon of at least five years. Under this investment structure, the typically determined allocations may consist of equities, fixed income, and cash. Growth: This investment structure is intended to generate future capital appreciation, with the  generation of current income being a secondary objective. Principal risk and fluctuation are expected and acceptable over a long-term investment time horizon which is, typically, at least five years. Under this investment structure, the typically determined allocations may consist of equities, fixed income, and cash, with a primary emphasis on equities. Aggressive Growth: This investment structure is intended to generate future capital appreciation. Principal risk and fluctuation are expected and acceptable over a long-term time horizon which is, typically, at least five years. Under this investment structure, the typically determined allocations may consist of equities, fixed income, and cash, with a primary emphasis on equities. Item 9 Disciplinary Information The Registrant has not been the subject of a disciplinary action. Item 10 Other Financial Industry Activities and Affiliations A. As disclosed in Item 5.E above, certain of Registrant’s representatives, in their individual capacities, as registered representatives of Ausdal, a FINRA member broker-dealer. B. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. C. Registered Representatives of Ausdal. As disclosed above in Item 5.E, Registrant’s Principal and certain representatives are also registered representatives of Ausdal, a FINRA member broker-dealer. Clients can choose to engage Registrant’s Principal and/or Representatives, in their individual capacities, to effect securities brokerage transactions on a commission basis. Licensed Insurance Agents. Certain of Registrant’s representatives, in their individual capacities, are licensed insurance agents, and may recommend the purchase of certain insurance-related products on a commission basis. As referenced in Item 4.B above, clients can engage certain of Registrant’s representatives to effect insurance transactions on a commission basis. Conflicts of Interest: The recommendation by the Registrant or its related persons that a client purchase securities or insurance products on a commission basis presents conflicts of interest, as the receipt of commissions may provide an incentive to recommend investment or insurance products based on commissions received, rather than on a particular client’s need. No client is under any obligation to purchase any commission products from Registrant’s related persons. Clients are reminded that they may purchase securities and insurance products recommended by Registrant through other, non-related broker-dealers and/or insurance agents. The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective may have regarding the above conflicts of interest. D. The Registrant does not recommend or select other investment advisors for its clients.  Code of Ethics, Participation or Interest in Client Transactions and Personal Item 11 Trading A. The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Registrant’s Representatives that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, the Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by the Registrant or any person associated with the Registrant. B. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. C. The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons.” The Registrant’s securities transaction policy requires that Access Person of the Registrant must provide the Chief Compliance Officer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Furthermore, Access Persons must provide the Chief Compliance Officer with a quarterly transaction report, detail all trades in the Access Person’s account during the previous quarter; and on an annual basis, each Access Persons must provide the Chief Compliance Officer with a written report of the Access Person’s current securities holdings. However, at any time that the Registrant has only one Access Person, he or she shall not be required to submit any securities report described above. D. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a conflict of interest. As indicated above in Item 11.C, the Registrant has a personal securities transaction policy in place to monitor the personal securities transaction and securities holdings of each of Registrant’s Access Persons.  Item 12 Brokerage Practices A. In the event that the client requests that Registrant recommend a broker-dealer/custodian for execution and/or custodial services (exclusive of those clients that may direct Registrant to use a specific broker-dealer/custodian), Registrant generally recommends that investment management accounts be maintained at Schwab. Prior to engaging Registrant to provide investment management services, the client will be required to enter into a formal Investment Advisory Agreement with Registrant setting forth the terms and conditions under which Registrant shall manage the client’s assets, and a separate custodial/clearing agreement with each designated broker-dealer/custodian. Factors that Registrant considers in recommending Schwab (or any other broker- dealer/custodian to clients) include historical relationship with Registrant, financial strength, reputation, execution capabilities, pricing, research, and service. Broker-dealers such as Schwab can charge transaction fees for effecting certain securities transactions (See Item 4 above). To the extent that a transaction fee will be payable by the client to Schwab, the transaction fee shall be in addition to Registrant’s investment advisory fee referenced in Item 5 above. To the extent that a transaction fee is payable, Registrant shall have a duty to obtain best execution for such transaction. However, that does not mean that the client will not pay a transaction fee that is higher than another qualified broker-dealer might charge to effect the same transaction where Registrant determines, in good faith, that the transaction fee is reasonable. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, transaction rates, and responsiveness. Accordingly, although Registrant will seek competitive rates, it may not necessarily obtain the lowest possible rates for client account transactions. The brokerage commissions or transaction fees charged by the designated broker- dealer/custodian are exclusive of, and in addition to, Registrant’s investment management fee. Registrant’s best execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. 1. Research and Additional Benefits Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker-dealer/custodian, Registrant may receive from Schwab (or another broker-dealer/custodian, investment platform, unaffiliated investment manager, vendor, and/or mutual fund sponsor) without cost (and/or at a discount) support services and/or products, certain of which assist the Registrant to better monitor and service client accounts maintained at such institutions. Included within the support services that may be obtained by the Registrant may be investment-related research, pricing information and market data, software and other technology that provide access to client account data, compliance and/or practice management-related publications, discounted or gratis consulting services, discounted and/or gratis attendance at  conferences, meetings, and other educational and/or social events, marketing support, computer hardware and/or software and/or other products used by Registrant in furtherance of its investment advisory business operations. As indicated above, certain of the support services and/or products that may be received may assist the Registrant in managing and administering client accounts. Others do not directly provide such assistance, but rather assist the Registrant to manage and further develop its business enterprise. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at Schwab as a result of this arrangement. There is no corresponding commitment made by the Registrant to Schwab or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding perceived conflict of interest such arrangement may create. Products and Services Available to Registrant from Schwab through Schwab Advisor Services In addition, and without limiting the foregoing, Registrant is a participating member in Schwab Advisor Services, (formerly called Schwab Institutional), which is Schwab’s business serving independent investment advisory firms like Registrant. Schwab provides Registrant and its clients with access to its institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help Registrant manage or administer its clients’ accounts while others help Registrant manage and grow its business. Services that Benefit the Client Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which Registrant might not otherwise have access or that would require a significantly higher minimum initial investment by its clients. Schwab’s services described in this paragraph generally benefit clients’ account. Services that May Not Directly Benefit the Client Schwab also makes available to us other products and services that benefit Registrant but may not directly benefit the client or the clients’ account. These products and services assist Registrant in managing and administering Registrant’s clients’ accounts. They include investment research, both Schwab’s own and that of third parties. Registrant may use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that:  provide access to client account data (such as duplicate trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts;   facilitate payment of our fees from our clients’ accounts; and  provide pricing and other market data;   assist with back-office functions, recordkeeping and client reporting. technology, compliance, legal, and business consulting; Services that Generally Benefit Only Registrant Schwab also offers other services intended to help us manage and further develop Registrant’s business enterprise. These services include:  educational conferences and events   publications and conferences on practice management and business succession; and  access to employee benefits providers, human capital consultants and insurance providers. Schwab may provide some of these services itself. In other cases, it will arrange for third- party vendors to provide the services to the Registrant. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide Registrant with other benefits such as occasional business entertainment of our personnel. Registrant believes, however, that when its recommendation of Schwab as custodian and broker is in the best interests of its clients, no such conflict is presented because that decision is supported by the scope, quality and price of Schwab’s services (based on the factors discussed above). 2. Registrant does not receive referrals from broker-dealers. 3. The Registrant does not generally accept directed brokerage arrangements (when a client requires that account transactions be effected through a specific broker-dealer). In such client directed arrangements, the client will negotiate terms and arrangements for their account with that broker-dealer, and Registrant will not seek better execution services or prices from other broker-dealers or be able to "batch" the client’s transactions for execution through other broker-dealers with orders for other accounts managed by Registrant. As a result, client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Please Note: In the event that the client directs Registrant to effect securities transactions for the client’s accounts through a specific broker-dealer, the client correspondingly acknowledges that such direction may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that may be available through Registrant. Higher transaction costs adversely impact account performance. Please Also Note: Transactions for directed accounts will generally be executed following the execution of portfolio transactions for non-directed accounts. The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective client may have regarding the above arrangement and the corresponding conflict of interest such arrangement creates. B. To the extent that the Registrant provides investment management services to its clients, the  transactions for each client account generally will be effected independently, unless the Registrant decides to purchase or sell the same securities for several clients at approximately the same time. The Registrant may (but is not obligated to) combine or “bunch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Registrant’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among clients in proportion to the purchase and sale orders placed for each client account on any given day. The Registrant shall not receive any additional compensation or remuneration as a result of such aggregation. Item 13 Review of Accounts A. For those clients to whom Registrant provides investment advisory services, account reviews are conducted on an ongoing basis by the Registrant’s wealth managers. All investment advisory clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review investment objectives and account performance with the Registrant on an annual basis. B. The Registrant may conduct account reviews on an other than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. C. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. Item 14 Client Referrals and Other Compensation A. As referenced in Item 12.A.1 above, the Registrant receives economic benefits from Schwab including support services and/or products without cost or at a discount. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at Schwab as a result of this arrangement. There is no corresponding commitment made by the Registrant to Schwab or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective client may have regarding the above arrangement and the corresponding conflict of interest created by such arrangement. B. The Registrant does not compensate, directly or indirectly, any person, other than its representatives, for client referrals.  Item 15 Custody The Registrant shall have the ability to have its advisory fee for each client debited by the custodian on a quarterly basis. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker- dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. Please Also Note: Custody Situations: The Registrant engages in other practices and/or services on behalf of its clients that require disclosure at ADV Part 1, Item 9. Specifically, certain clients have established asset transfer authorizations which permit the qualified custodian to rely upon instructions from the Registrant to transfer client funds or securities to third parties. These arrangements are also disclosed at ADV Part 1, Item 9, but in accordance with the guidance provided in the SEC’s February 21, 2017 Investment Adviser Association No-Action Letter, the affected accounts are not subject to an annual surprise CPA examination. The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective client may have regarding custody- related issues. Please Note: To the extent that the Registrant provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by the Registrant with the account statements received from the account custodian. Please Also Note: The account custodian does not verify the accuracy of the Registrant’s advisory fee calculation. Item 16 Investment Discretion The client can determine to engage the Registrant to provide investment advisory services on a discretionary basis. Prior to the Registrant assuming discretionary authority over a client’s account, client shall be required to execute an Investment Advisory Agreement, naming the Registrant as client’s attorney and agent in fact, granting the Registrant full authority to buy, sell, or otherwise effect investment transactions involving the assets in the client’s name found in the discretionary account. Clients who engage the Registrant on a discretionary basis may, at any time, impose restrictions, in writing, on the Registrant’s discretionary authority (i.e. limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe the Registrant’s use of margin, etc.). Item 17 Voting Client Securities A. The Registrant does not vote client proxies. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities 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.  B. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation. Item 18 Financial Information A. The Registrant does not solicit fees of more than $1,200, per client, six months or more in advance. B. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. C. The Registrant has not been the subject of a bankruptcy petition. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Michael A. Nadler, remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements.