NOESIS CAPITAL MANAGEMENT CORP

Fountain Square 2700 North Military Trail, Suite 210 Boca Raton, FL 33431 www.noesis-capital.com (561) 999-9888 This Brochure provides information about the qualifications and business practices of Noesis Capital Management, Corp. (“Adviser,” “Firm” or “Noesis”). If you have any questions about the contents of this Brochure, please contact us at (561) 999-9888. 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. Noesis is an SEC registered investment advisor. The term “registered” is not intended to imply that a certain level of skill or training has been obtained by Noesis or its representatives. Additional information about Noesis is also available on the SEC’s website at www.adviserinfo.sec.gov. Noesis Capital Management Corp. Brochure Dated December 01, 2025  ITEM 2: MATERIAL CHANGES Dated: December 01, 2025 Last Update: December 01, 2024 The information contained in this section relates only to material changes that have occurred since the last update. We define a material change as any change that an average client would consider important to know prior to making an investment decision. Clients are encouraged to review any Item numbers referenced in this summary against the previously submitted Disclosure Brochure or Form CRS (“Customer Relationship Summary”) for additional information regarding how this change may impact the client’s decision to do business with our firm. This year, Noesis has material changes to report, as follows: ADV Part 2A Item 4. Advisory Business. Noesis updated this section with the title of a material owner, Nico Letschert, (CFP®), Chief Executive Officer and Chief Compliance Officer, and information about its use of DPL: Insurance and Annuity Platform Access through DPL Financial Partners: Noesis Capital Management (“Noesis” or the “Firm”) maintains a relationship with DPL Financial Partners (“DPL”), an independent insurance network that provides fee-based insurance and annuity solutions designed for use by investment advisers and their clients. Noesis pays an annual subscription fee to DPL for access to its platform and related support resources. This fee is paid by the Firm and not by clients. The payment does not affect the pricing of any insurance or annuity products available through the DPL platform. Neither Noesis nor any of its supervised persons are licensed to sell insurance products. Accordingly, the Firm does not receive commissions, revenue-sharing, or other compensation from DPL or any insurance carrier. If a client elects to purchase an insurance or annuity product through DPL, that transaction is facilitated directly between the client and DPL (or an unaffiliated insurance carrier). This arrangement presents a potential conflict of interest, as Noesis may be inclined to recommend solutions available through DPL’s platform to justify the Firm’s participation cost. Noesis seeks to mitigate this potential conflict by recommending such products only when they are believed to be in the best interest of the client and consistent with the client’s financial objectives. Item 5. Fees and Compensation. This year, we enhanced the Assets Under Advisement section to clarify that we recommend a minimum investment of $1 million for our advisory services, as this aligns with our investment approach, portfolio structuring, and risk management. We may accept accounts starting at $500,000 for young professionals with strong long-term growth potential. Clients having a million dollars or less pay a higher percentage fee for the same or similar services. Page | 2  Item 10. Other Financial Industry and Affiliated Activities. Noesis provided disclosures in two areas: Noesis B.V. Noesis B.V., an investment advisory firm located in the Netherlands and founded in 2018, is 100% owned by Noesis Capital Management Corp. Noesis B.V. the Dutch affiliated firm was approved for the provision of investment services referred to in article 2:96 of the Financial Supervision Act (WFT), of the Financial Markets Authority (AFM) on June 24, 2019, and the De Nederlandsche Bank (DNB), which is the central bank of the Netherlands and part of the European System of Central Banks (ESCB). Clients of Noesis B.V. are separate and distinct from clients of Noesis Capital Management Corp. The assets under management of Noesis B.V. are not included in the calculations of assets under management for Noesis. And: Relationship with DPL Financial Partners As noted under Item 4 – Advisory Business, Noesis Capital Management (“Noesis”) maintains a relationship with DPL Financial Partners (“DPL”), an independent insurance platform that provides access to a variety of commission-free, fee-based insurance and annuity products. Noesis pays an annual subscription fee to DPL for this access. Neither Noesis nor any of its supervised persons are licensed insurance agents, and the Firm does not receive commissions, referral fees, revenue-sharing, or any other form of compensation from DPL or from any insurance carrier. If a client elects to purchase an insurance or annuity product through the DPL platform, the transaction is facilitated directly between the client and DPL (or the issuing insurance carrier). Noesis may recommend that clients consider insurance or annuity options available through DPL when such products are determined to be in the client’s best interest and consistent with the client’s financial planning goals. This arrangement presents a potential conflict of interest, as Noesis pays a subscription fee for access to DPL and may therefore have an indirect incentive to recommend products or solutions available through that platform. The Firm mitigates this potential conflict by maintaining a fiduciary standard of care and recommending such products only when they are suitable and appropriate for the client. Item 11. Code of Ethics, Participation or Interest in Client Transaction and Personal Trading. Newly Required Disclosure: Protection of Client Information and Incident Response (Effective under the 2024 SEC Privacy Amendments) Noesis Capital Management, Corp. (“Noesis”) maintains written policies and procedures reasonably designed to protect the security, confidentiality, and integrity of nonpublic personal information (“NPI”) that it collects about its clients. This includes information obtained through account opening documentation, transactions, or any other communications with the firm. Under the newly adopted amendments to Regulation S-P, Noesis’ privacy safeguards and response Page | 3  procedures have been enhanced to address cybersecurity and data-breach risks. Specifically: • Information Safeguards: Noesis limits access to NPI to personnel and service providers who need the information to perform business functions. Physical, electronic, and procedural safeguards are maintained to comply with federal privacy and information-security requirements. • Third-Party Oversight: Before sharing NPI with service providers or affiliates, Noesis requires written assurances that the recipient maintains appropriate safeguards consistent with Regulation S-P. • Data Breach and Incident Response: In the event of an unauthorized access or use of client information, Noesis will follow its written Incident Response Plan. The plan includes prompt assessment of the event, containment, investigation, notification to affected clients, and coordination with custodians and regulators as required. • Client Notification: Clients will receive notice of any data breach that is reasonably likely to have resulted in unauthorized access to, or use of, sensitive client information, as required under the SEC’s new privacy-incident notification rule. • Annual Privacy Notice: Noesis provides clients with a written Privacy Notice upon establishing a relationship and should material changes impact the disclosure, thereafter. This notice describes the categories of information collected, how the firm shares information, and clients’ rights to limit certain sharing, consistent with the Gramm-Leach-Bliley Act (GLBA) and Regulation S-P. We believe these written policies and procedures are designed to ensure that Noesis continues to act in accordance with its fiduciary obligations and applicable federal privacy and information-security laws. Item 12. Brokerage Practices and Item 14. Client Referrals and Other Compensation . These sections were updated to comply with disclosure requirements also located in Items 4 and 10, above. Item 14 refers the reader back to Items 10 and 12. The updated disclosures state: Insurance and Annuity Product Access While Noesis Capital Management (“Noesis”) does not maintain brokerage arrangements for insurance or annuity products, the Firm maintains a relationship with DPL Financial Partners (“DPL”), an independent, fee-based insurance platform. Through this platform, Noesis may assist clients in evaluating commission- free insurance and annuity options when such products are determined to be in the client’s best interest. All transactions for insurance or annuity products are conducted directly between the client and DPL (or the issuing carrier). Noesis does not execute, place, or receive compensation related to these transactions. Because the Firm pays a subscription fee for access to DPL’s resources, a potential conflict of interest exists in that the Firm may be inclined to recommend DPL-available products. Noesis mitigates this conflict by maintaining a fiduciary standard of care, conducting independent product analysis where appropriate, and recommending insurance solutions only when they align with a client’s financial plan and objectives. Form CRS. Form CRS was materially enhanced this year. The new update was recorded as December 2025 and contains the following updated areas: What investment services and advice can you provide me? Noesis offers wealth management, investment advisory, and financial planning services to individuals, families, trusts, foundations, and business entities. Page | 4  We provide continuous and customized portfolio management services on either a discretionary or non- discretionary basis, depending on your investment agreement with us. • Discretionary authority means Noesis makes investment decisions on your behalf—such as buying and selling securities—without obtaining your prior consent for each transaction. • Non-discretionary authority means we must obtain your approval before making any trade or change in your portfolio. If we cannot reach you in a timely manner, we may be unable to act on recommended changes, especially during volatile market conditions. Your assigned Portfolio Manager (PM) and our internal research team monitor client accounts on an ongoing basis, taking into account your investment objectives, time horizon, risk tolerance, tax considerations, and cash flow needs. We review each account periodically and when material market or life changes occur. Clients may impose reasonable restrictions on the types of securities or industries in which their assets are invested (for example, excluding tobacco or fossil fuel companies). Such restrictions may affect portfolio performance compared to unrestricted accounts. Our investment recommendations are primarily focused on publicly traded securities, such as individual equities, exchange-traded funds (ETFs), mutual funds, and fixed income instruments. For certain accredited or qualified clients, we may provide limited access to alternative investments (such as private equity, limited partnerships, or non-traded REITs) when suitable and consistent with your financial objectives. As part of our fiduciary duty, Noesis performs initial and ongoing due diligence on the investments and managers we recommend. We emphasize a disciplined approach to portfolio construction, asset allocation, diversification, and risk management. In addition to investment management, Noesis provides financial planning and consultative services, which may include: • Retirement and cash flow planning • Education funding strategies • Charitable giving and estate planning coordination • Business succession or liquidity event planning These financial planning services are included as part of your advisory relationship and are not billed separately. Our firm generally recommends that clients invest at least $1,000,000 to align with our portfolio design and service model, though we may accept accounts with a minimum of $500,000, particularly for households or clients with long-term growth potential. Noesis does not provide tax or legal advice, but we may coordinate with your tax and legal advisers to help ensure that your overall plan remains cohesive. For clients seeking advisory-only relationships, we can provide “assets under advisement” services, where we monitor and recommend strategies, but you retain full execution authority through your custodian. For more detailed information about our services, please review Items 4 and 7 of our Form ADV Part 2A. What fees will I pay? Our firm charges asset-based fees for advisory services, calculated as a percentage of assets under management and billed quarterly in advance. The more assets you have in your account, the more you will pay in fees—creating a potential incentive for Noesis to encourage you to increase account assets. Advisory fees include cash and margin loan balances when calculating billable assets. This may create a conflict of interest since the firm earns fees on both invested and uninvested cash as well as on leveraged balances. Noesis mitigates this by reviewing accounts regularly to ensure cash and margin levels remain Page | 5  appropriate for your investment objectives. In limited circumstances, Noesis may agree to a fixed-fee arrangement based on the complexity of services provided. Your advisory fee does not include all costs. You will also pay custodial, brokerage, transaction, and fund- level expenses (such as those associated with mutual funds or ETFs). These are described in Items 5 and 12 of our Form ADV Part 2A. How else does your firm make money and what conflicts of interest to you have? Examples of Conflicts of Interest • • Custodial Arrangements with Schwab: Noesis participates in the Schwab Advisor Network®, through which Schwab refers clients to the firm. Noesis pays Schwab a participation fee and may also pay a “Non-Schwab Custody Fee” if a referred client’s account is held elsewhere. This creates an incentive for Noesis to recommend Schwab as custodian. Insurance and Annuity Access through DPL Financial Partners: Noesis pays a subscription fee to DPL Financial Partners for access to a platform of fee-based, commission-free insurance and annuity products. Neither Noesis nor its employees are licensed to sell insurance or receive compensation from DPL or insurers. This arrangement may create a conflict of interest because Noesis may be inclined to recommend products available through DPL’s platform. We mitigate this by recommending only those products that are consistent with your goals and in your best interest. • Affiliated Entity (Noesis B.V.): Noesis is affiliated by ownership with Noesis B.V., a registered investment advisory firm located in the Netherlands. This affiliation creates an indirect incentive for Noesis to refer international clients to Noesis B.V. or vice versa. Clients are under no obligation to accept such referrals. For additional information about our conflicts of interest, please review Items 10, 11, and 14 of our Form ADV Part 2A. Final Comments Consistent with the rules, we will ensure that clients receive this Item 2: Material Changes page as a summary of any material changes to this and subsequent Brochures or changes to our firm’s Form CRS. Our annual updating material changes will be delivered to clients within 120 days of the close of our business’ fiscal year. Furthermore, we will provide clients with other interim disclosures about material changes, as necessary. To obtain our firm brochure, Form CRS and brochure supplements (information regarding each of our financial advisors), our Code of Ethics or our Privacy Disclosure, please visit our website or make your request by phone or in writing as directed below. Noesis Capital Management, Corp. Fountain Square 2700 North Military Trail, Suite 210 Boca Raton, FL 33431 Main Phone: (561) 999-9888 Web Site Address: www.noesis-capital.com Page | 6  ITEM 3: TABLE OF CONTENTS ITEM 2: MATERIAL CHANGES .................................................................................................................. 2 ITEM 3: TABLE OF CONTENTS .................................................................................................................. 7 ITEM 4: ADVISORY BUSINESS .................................................................................................................. 8 ITEM 5: FEES & COMPENSATION ........................................................................................................... 10 ITEM 6: PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT ...................................... 13 ITEM 7: TYPES OF CLIENTS ..................................................................................................................... 13 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS ....................... 14 ITEM 9: DISCIPLINARY INFORMATION ............................................................................................... 17 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS ....................................... 17 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ................................................................................................................................ 19 ITEM 12: BROKERAGE PRACTICES ........................................................................................................ 21 ITEM 13: REVIEW OF ACCOUNTS........................................................................................................... 26 ITEM 14: CLIENT REFERRALS & OTHER COMPENSATION .............................................................. 26 ITEM 15: CUSTODY ................................................................................................................................... 27 ITEM 16: INVESTMENT DISCRETION .................................................................................................... 27 ITEM 17: VOTING CLIENT SECURITIES ................................................................................................. 28 ITEM 18: FINANCIAL INFORMATION .................................................................................................... 29 Page | 7  ITEM 4: ADVISORY BUSINESS Firm Description Noesis is located in Boca Raton, Florida. Noesis began operating as a State of Florida investment adviser on September 5, 1995, and moved to SEC registration on April 27, 2001. The firm is owned by Nico Letschert, (CFP®), Chief Executive Officer and Chief Compliance Officer, and Ellen Letschert through a Tenants By Entirety. As of September 30, 2025, our assets under management consisted of: Number of Accounts Discretionary 797 Assets Under Manageme nt $ 816,271,372 Non-Discretionary 54 $60,601,803 Total 851 $876,873,175 Investment Advisory Services Noesis provides ongoing portfolio management services for its clients. The firm’s preference is to deliver these services on a discretionary basis but may also do so on a non-discretionary basis, when appropriate. As part of our fiduciary duty to our clients, Noesis obtains information pertaining to each client’s investment objectives, time horizon, liquidity needs and tolerance for risk so that portfolios can be tailored to meet the individual needs of the client. Clients also have the ability to impose reasonable restrictions on investing in specific, or groups of, securities within their account. However, such restrictions and guidelines imposed by clients affect the composition and performance of portfolios. See Item 11 of this Disclosure Brochure for additional information regarding our fiduciary duty to clients. Although each account is assigned to a Portfolio Manager (or PM), the firm’s PMs share information with one another on specific investments and market outlook on a continuous basis. The firm’s research team leads the firm’s research efforts and provides guidance to Noesis’ Portfolio Managers. This gives the firm a common investment philosophy and results in many client portfolios owning common securities; however, discretion is given to each account’s PM for your account’s portfolio design. This results in different holding periods for commonly held securities amongst the firm’s accounts. Noesis has processes in place to ensure that all trades are made in accordance with current industry regulations and the firm’s code of ethics so that the firm’s clients are not unfairly advantaged or disadvantaged by the decisions of their Portfolio Manager. For our accredited investors, and those whose portfolios are deemed appropriate, clients may bring over alternative types of investments for management or reporting in their portfolio. Conversely, for our accredited investors, and those whose portfolios are deemed appropriate, we may also use alternative investments, such as limited partnerships, private equity funds, and REITs that are not publicly traded. We do not recommend special purpose acquisition companies (SPACs) but will accommodate legacy positions Page | 8  brought in by our clients. These types of investments contain considerable risk and are therefore only for portfolios that can withstand the possibility of exposure to loss of principal. Our firm’s role, relative to these types of investment funds, shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become a Fund Investor, the amount of assets invested in the fund(s) shall be included as part of the client’s assets under management for purposes of Noesis’ calculating its investment advisory fee, unless we agree otherwise. Noesis’ clients are under no obligation to consider or make an investment in a private investment fund(s) or any other alternative product. Insurance and Annuity Platform Access through DPL Financial Partners Noesis Capital Management (“Noesis” or the “Firm”) maintains a relationship with DPL Financial Partners (“DPL”), an independent insurance network that provides fee-based insurance and annuity solutions designed for use by investment advisers and their clients. Noesis pays an annual subscription fee to DPL for access to its platform and related support resources. This fee is paid by the Firm and not by clients. The payment does not affect the pricing of any insurance or annuity products available through the DPL platform. Neither Noesis nor any of its supervised persons are licensed to sell insurance products. Accordingly, the Firm does not receive commissions, revenue-sharing, or other compensation from DPL or any insurance carrier. If a client elects to purchase an insurance or annuity product through DPL, that transaction is facilitated directly between the client and DPL (or an unaffiliated insurance carrier). This arrangement presents a potential conflict of interest, as Noesis may be inclined to recommend solutions available through DPL’s platform to justify the Firm’s participation cost. Noesis seeks to mitigate this potential conflict by recommending such products only when they are believed to be in the best interest of the client and consistent with the client’s financial objectives. *Please Note: Alternative products generally involve various risk factors including, but not limited to, potential for complete loss of principal, liquidity constraints (they do not provide daily liquidity or pricing) and lack of transparency. A complete discussion of which is set forth in each product’s offering documents. These documents are provided to the investor for review and consideration at the time of purchase. Clients who wish to hold such assets must establish that he/she is qualified for this type of investment, acknowledge and accept the risk. Assets Under Advisement Services Noesis provides ongoing portfolio monitoring and consultation services to clients as “assets under advisement”. This means the firm will perform the same due diligence for client’s investment suitability and investment needs as noted above for investment management clients. Noesis will also assign a PM to the account who is responsible for the continuous and consistent review of the client’s portfolio. The PM will provide investment recommendations, allocation and reallocation recommendations. Investments under advisement recommendations must be executed by the client. Noesis is not responsible for choosing the brokerage or executing these types of transactions. Therefore, the client will choose to execute all of the recommendations, some of the recommendations or none of the recommendations. Financial Planning Services As part of our advisory services, Noesis offers formal financial planning services. These services are Page | 9  primarily focused on planning for future cash flow, education, retirement and succession needs. The firm does not charge additional fees for financial planning services. ITEM 5: FEES & COMPENSATION Standard Fee Schedule Noesis is compensated for advisory services by charging a fee based on assets under management according to the schedule below: Fee 1.50% 0.75% Assets Under Management First $1 Million Above $1 Million Noesis Capital Management recommends a minimum investment of $1,000,000 for our advisory services, as this aligns with our investment approach and portfolio structuring. While we encourage clients to meet this recommendation, we also accept accounts with a minimum of $500,000 and make certain exceptions. Clients with smaller portfolios can incur higher fees for similar services. For additional details about our minimum fees and exceptions, please refer to Item 7: Types of Clients. Fees are negotiable at our discretion and may differ from the standard fee schedule above. Related clients living at the same address can elect to have fees “house-held” when circumstances would allow them to achieve a break point. Each client’s fee is stated in the client agreement and is charged quarterly in advance based on the ending account value on the last business day of the preceding quarter. Clients have the option of having fees billed to them or having them deducted directly from their investment accounts. The firm does not charge a separate fee for financial planning services. Payment of Fees Noesis’ fee for advisory services is based on the ending value of the account on the last business day of the preceding quarter (excluding debits, as applicable) and is payable in advance. When initially opening an account, Noesis will begin billing fees when we determine that active management begins. Our fees are payable in advance, therefore, for those clients who choose direct debiting of fees, the first quarterly fee will be directly debited from the client’s initial deposit into the account. Should clients, at any time, not have enough cash available to pay the advisory fee in their account, Noesis reserves the right to liquidate assets to cover the fee. Clients provide Noesis authorization to directly debit their fees when they sign the investment advisory agreement. When you make withdrawals, the value of your account fluctuates. Our firm does not adjust our quarterly fee unless there is a material withdrawal in the quarter of more than twenty percent (20%) of the entire house- held accounts. If there are less than ten (10) days left in the quarter, Noesis will not adjust the fees for any withdrawals or additions to the account and the fee will be recalculated for the next quarterly billing cycle Page | 10  as is our normal method. The firm primarily utilizes your qualified custodian’s reported pricing for valuation purposes. In the unlikely event that Noesis is unable to obtain pricing through the qualified custodian, our firm will employ a fair valuation technique that we believe is suitable for obtaining the most accurate pricing. Fair value pricing is an “at best efforts” attempt to obtain a price and may not always be the best price available. Assets Under Advisement Fees Assets under advisement fees for advisory services are charged as a fee based on assets under advisement according to the schedule below: Fee 1.50% 0.75% Assets Under Management First $1 Million Above $1 Million As noted above, we recommend a minimum investment of $1 million for our advisory services, as this aligns with our investment approach, portfolio structuring, and risk management. We may accept accounts starting at $500,000 for young professionals with strong long-term growth potential. Clients having a million dollars or less pay a higher percentage fee for the same or similar services. Although we urge clients to start with this amount, our firm will accept smaller accounts. Fees are negotiable at our discretion and may differ from the standard fee schedule above. Related clients living at the same address can elect to have fees “house-held” when circumstances would allow them to achieve a break point. Each client’s fee is stated in the client agreement and is charged quarterly in advance based on the ending account value on the last business day of the preceding quarter. Clients receiving this service are generally billed directly from Noesis. Noesis will rely on the client’s qualified custodian valuations, or sponsor product valuations derived from the client’s statements for billing purposes. Inclusion of Cash and Margin Loan Balances in Billable Assets Our firm includes cash balances and margin loan balances held in client accounts when calculating billable assets for advisory fee purposes. As a result, the advisory fees you pay will include charges on these amounts, regardless of whether such balances are actively invested or utilized in your portfolio management strategy. Including cash and margin loan balances in billable assets may present a potential conflict of interest. Specifically: • Cash Balances: The inclusion of cash in the fee calculation may reduce our incentive to invest such balances actively, as the firm collects fees regardless of the cash's investment status. This could lead to a misalignment of interests if cash remains uninvested for extended periods. • Margin Loan Balances: Advisory fees based on the total account balance, including margin loans, Page | 11  may incentivize the firm to recommend strategies that involve the use of leverage, which could increase the total billable assets in your account. This creates a potential conflict as leveraged strategies inherently carry increased risk and cost for the client. We address these conflicts of interest by: • Transparency: Fully disclosing our fee calculation methodology to clients in advance. • Client Best Interests: Recommending investments or leveraging strategies only when we believe they align with your financial goals, risk tolerance, and investment preferences. • Periodic Review: Conducting regular reviews to ensure your cash allocations and any use of margin are appropriate for your investment objectives. If you have questions regarding the fee calculation or the inclusion of cash and margin balances in your billable assets, please contact us for clarification. Termination of Contracts Agreements may be terminated at any time by the client or by Noesis by giving written notice. Noesis will not accept any termination instructions, including account liquidation instructions, unless provided in writing by the client (or the client’s appointed representative, i.e., Executor, Administrator or Trustee). If the client fails to provide written notice of termination, we will consider the termination date the date the qualified custodian de-links the account from our firm’s access. Fees paid in advance will be prorated to the date Noesis establishes the account has been terminated and any unearned portion will be refunded to the client. Fees shall be refunded in full if termination of the agreement occurs within 5 business days of a client’s signing our investment agreement. Clients may contact the firm’s CCO by calling (561) 999-9888 if they would like to request a refund or have questions as to how your refund was calculated. Other Fees and General Fee Disclosures The advisory fee structure described above does not cover debit balances or related margin interest, SEC fees, brokerage or related transaction costs, surrender fees, trails, or other fees or taxes required by law. Clients whose funds are invested in mutual funds, money market funds, or ETFs also pay fees to the fund sponsor (such as 12(b)1 fees) in addition to fees paid to Noesis’ fee for advisory services. These fees and expenses are described in each fund’s prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee for mutual funds. Additional information about Noesis’s brokerage practices is available in Item 12 of this brochure. Clients are also responsible for the fees and expenses charged by custodians and imposed by broker-dealers including, but not limited to, any commissions, step-out brokerage fees, custody fees, transaction charges or mark-ups/mark-downs imposed by a broker-dealer with which Noesis effects transactions for a client's account(s). If you elect to direct brokerage of your account, your account may have additional fees imposed by the broker or custodian that other clients do not pay. Valuation of alternative products and private funds. In the event that Noesis references alternative products and/or private investment funds owned by the client on any supplemental account reports prepared by the firm, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the Fund Sponsor. If no subsequent valuation post-purchase is provided by the Fund Sponsor then the valuation shall reflect our firm’s best assertion of value obtained from various sources including Page | 12  consideration of the initial purchase price (and/or a value as of a previous date), or the current value(s) (either the initial purchase price and/or the most recent valuation provided by the fund sponsor). If the valuation reflects initial purchase price (and/or a value as of a previous date), the current value(s) (to the extent ascertainable) could be significantly more or less than original purchase price. *ERISA / Pension Protection Act Of 2006 (PPA) Noesis is considered a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), concerning investment management services and investment advice provided to ERISA plans and ERISA plan participants. Noesis is also a fiduciary under section 4975 of the Internal Revenue Code (the “IRC”) concerning investment management services and investment advice provided to individual retirement accounts (“IRAs”), ERISA plans, and ERISA plan participants. As such, our firm is subject to specific duties and obligations under ERISA and the IRC, including prohibited transaction rules intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice, the fiduciary must either avoid certain conflicts of interest or rely upon an applicable prohibited transaction exemption (a “PTE”). In all cases, an “eligible investment advice arrangement” or advisory agreement will be executed with the client. We will be considered a “fiduciary advisor” and will charge fees to the retirement account based on a level fee basis, which means the fees will not vary depending on the basis of the investment option selected. The amount of compensation and other consideration reasonably anticipated to be paid directly or indirectly to us, our affiliates or related entities for their services in connection with the recommendation(s) is not in excess of reasonable compensation within the meaning of § 4975(d)(2) of the IRC and ERISA Section 408(b)(2). Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered investment advisers for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees above $1,200 more than six months in advance of services rendered. ITEM 6: PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT Noesis as a matter of policy and practice does not charge any performance-based fees for its investment management services and does not have any side-by-side management relationships. ITEM 7: TYPES OF CLIENTS Noesis offers investment advisory services to individuals, including high net worth individuals, pensions and profit-sharing plans, charitable organizations, trusts and estates, corporations, and institutions as well as foreign clients. Although the firm recommends clients maintain a minimum balance of one million dollars, the minimum balance accepted by our firm is $500,000. Accounts can be combined, or related accounts Page | 13  considered in order to obtain the minimum requirement. At our sole discretion, the minimum may be waived. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS As discussed in Item 4 of this brochure, Noesis offers portfolio management services directly to clients and families. Noesis has processes in place to ensure that all trades are made in accordance with current industry regulations and the firm’s code of ethics so that Noesis clients are not unfairly advantaged or disadvantaged by the decisions of their Portfolio Manager. Investment Strategy Noesis’ seeks to identify companies that we believe: 1) provide superior products or services, 2) are market leaders or efficient competitors, 3) are profitable or have the potential for profitability, 4) possess high quality management teams, 5) have strong financial characteristics, and 6) have sustainable above average growth and earnings predictability. It is our belief that companies that possess these strengths provide the best potential for long-term investment. We also seek to identify companies poised for growth that have attractive valuations, in addition to the financial strength and management capability needed to deal with expansion. We focus on companies that we believe are undervalued, or at least reasonably valued, relative to the market based upon their strengths and projected growth. Generally, we are reluctant to pay a premium for companies in which we invest; however, certain stocks with price-earnings ratios equal to or above the market as a whole may also be attractive if higher valuations are justified by prospects for growth. We believe that a well-managed portfolio requires moderate rather than excessive diversification. A moderate degree of diversification enables us to reduce risk without having too many positions to effectively manage. We diversify our portfolios across those sectors that we believe have the best intermediate and long- term prospects. Despite periodic volatility abroad in dollar terms, we believe international portfolio diversification can, at times, increase total long-term returns due to rapid economic growth in many foreign countries. We recognize that there can be significant investment opportunities in markets outside of the U.S. In addition to directly investing in the securities of foreign companies, we also take advantage of international opportunities by investing in U.S. based multinational companies, many of which derive a sizable portion of their revenues and earnings from foreign sources. Material Risks Risks of All Forms of Analysis – Noesis’ securities analysis methods assume that the companies in which we invest, the rating agencies that review these securities, and other publicly available sources of information about these securities provide accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. There are inherent risks involved with any investment strategy or method of analysis we use and the particular type of security we recommend. Investing in all securities involves risk of loss, which you should be prepared Page | 14  to bear. Specific risks of our significant investment strategies include: • Shorting, Margin and use of Leverage: Noesis may open client accounts as margin accounts. The use of margin can magnify risk to clients. As each account is separately managed, use of margin should be discussed with your Financial Advisor/PM. Private clients wishing to use margin are required to complete a margin agreement. Other forms of leverage which Noesis may use includes options, short sales and derivative instruments or ETFs. Clients should understand the heightened risk associated with these types of activities prior to utilization in their portfolio. • Inverse and leverage securities: Noesis does not typically recommend inverse and leveraged securities. These types of securities are very short-term and meant to be held for not more than a day. For periods longer than a single day, the leveraged ETF will lose money when the level of the index is flat, and it is possible that the leveraged ETF will lose money even if the level of the index rises. • Shorting: Noesis also has the ability to short stocks in the client portfolios, for which an elevated level of risk is associated with this strategy. Shorting securities requires the use of margin. Structured products may be offered to clients; however, it is important to note that these products often involve a significant amount of risk. Structured products are intended to be “buy and hold” investments and are not liquid instruments. • Foreign Securities Risk: Foreign securities are subject to the same market risks as U.S. securities, such as general economic conditions and company and industry prospects. However, foreign securities involve the additional risk of loss due to political, economic, legal, regulatory, and operational uncertainties, differing accounting and financial reporting standards, limited availability of information, currency conversion, and pricing factors affecting investments in the securities of foreign businesses or governments. • Alternative Investments Risk. Alternative investments, including, but not limited to, investment partnerships, alternative mutual funds, managed futures, and other private investment funds, may present unique risks. These risks may include decreased liquidity, limited transparency, and increased complexity, among others. Investing in alternatives, such as private investment funds, is intended primarily for experienced and sophisticated clients willing to bear the high economic risks of the investment. Alternative investments may use derivative instruments in their investment and trading strategies, such as options, futures, or index-based instruments. The use of derivative instruments involves multiple risks, including counterparty risk (i.e., the risk that the institution on the other side of the trade will default) and the risk that the instrument may not work as intended due to unanticipated developments in market conditions. Also, to the extent that the alternative investment uses commodities (or commodity-based derivatives) as part of its investment and trading strategies, the investment return may vary due to fluctuations in the supply and demand of the underlying commodities. Further, alternative investments, particularly hedge funds, typically employ leveraging, short- selling, or other speculative practices. These investments also usually involve a lack of liquidity because of redemption terms and conditions, the risk there may not be a secondary market for the fund, volatility of returns, restrictions on transferring interests in the investment, a potential lack of Page | 15  diversification, higher fees than mutual funds, and lack of information regarding valuations and pricing. In particular, private investment funds have liquidity risk, and client investors may be unable to redeem their investments per the offering documents’ disclosures. • Interest Rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds (including bond mutual funds and bond ETFs) become less attractive relative to newly issued bonds, causing the existing bonds' market values to decline. Alternatively, when interest rates fall, yields on newly issued bonds become less attractive relative to existing bonds, causing the existing bonds' market values to rise. A bond with a longer maturity (or a bond fund or ETF with a longer average maturity) will typically fluctuate more in price than a shorter-term bond. Because of their very short-term nature, money market instruments carry less interest rate risk. • Liquidity Risk: Liquidity is the ability to convert an investment into cash readily. Generally, assets are more liquid if many traders are interested in a standardized product. For example, U.S. Treasury Bills are highly liquid, while real estate properties are not. Liquidity risk exists when a particular security is difficult to trade. A mutual fund’s or ETF’s investment in illiquid securities may reduce the returns of the mutual fund and ETF because the fund may not be able to sell the securities at the desired time for an acceptable price or might not be able to sell the securities at all. • Cash Levels: From time to time there may be large cash balances within client accounts. These cash balances earn interest at prevailing rates. If we believe it is in the best interest of our clients, Noesis has the ability to move 100% of an account balance into cash or money market mutual funds. This could cause clients to forego higher returns available in other investments and also has the potential to decrease a client’s purchasing power over time. • Strategy Differences: While Noesis’ portfolio managers and research personnel share information regarding individual securities and market outlook on a regular and continuous basis, each Investment Team Member has discretion over how the accounts they are responsible for are invested. This causes differences in asset allocation and performance results experienced by Noesis’ clients based on the investment decisions of their Portfolio Manager. Due to differences in product choices, restrictions for clients residing in certain countries and other considerations, international clients’ portfolios will be structured differently then those clients’ portfolios that reside in the United States. • Special purpose acquisition companies (SPACs) have become a popular vehicle for transitioning a private company to a publicly traded one. A SPAC is a blank check company with no operations that offers securities for cash through an initial public offering (IPO). SPACs have a specified period of time—typically two years—to identify and merge with a private operating company. This business combination is often used as an alternative means of taking the acquired company public, rather than through a traditional IPO. However, SPAC transactions differ from traditional IPOs and have distinct risks associated with them. For example, sponsors may have conflicts of interest as they benefit more than investors upon a SPACs completion so their economic interests in the SPAC may differ from shareholders. Our firm does not recommend such investments but will accommodate clients who bring over legacy positions. These types of instruments are only for our Page | 16  sophisticated and accredited investors who can bear the loss and who will carefully consider these risks. • Cybersecurity Risks: The computer systems, networks, and devices used by Noesis and service providers to our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite various protections, systems, networks, or devices can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by other service providers and us to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities to prevent any cybersecurity breaches in the future. ITEM 9: DISCIPLINARY INFORMATION Registered investment advisers, including Noesis, must disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the company or its personnel. Neither Noesis nor any associated persons have any reportable legal or disciplinary actions or events that must be disclosed in response to this item. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS Noesis B.V. Noesis B.V., an investment advisory firm located in the Netherlands and founded in 2018, is 100% owned by Noesis Capital Management Corp. Noesis B.V. the Dutch affiliated firm was approved for the provision of investment services referred to in article 2:96 of the Financial Supervision Act (WFT), of the Financial Markets Authority (AFM) on June 24, 2019, and the De Nederlandsche Bank (DNB), which is the central bank of the Netherlands and part of the European System of Central Banks (ESCB). Clients of Noesis B.V. are separate and distinct from clients of Noesis Capital Management Corp. The assets under management of Noesis B.V. are not included in the calculations of assets under management for Noesis. Certain officers of Noesis are also indirect owners of Noesis B.V. and are entitled to normal compensation Page | 17  arrangements of ownership. When working with clients who live outside the United States, or U.S. citizens living abroad or for clients who wish to invest in securities outside the United States, Noesis will recommend Noesis B.V. as an alternative Investment Advisor when we deem it appropriate. Conversely, Noesis B.V. will recommend clients to our firm should an opportunity arise. Since we are affiliated companies, we have an interest in recommending the services of the other Advisor. As such, clients and prospective clients should be aware of the inherent conflict of interest through ownership of the foreign affiliate firm. We want you to know about the inherent conflicts of interest that occur wherever these types of affiliation are present. Potential conflicts of interest, including: • Referral Compensation: While we do not directly compensate the Netherlands Affiliate or receive compensation for client referrals, the economic interests of both firms are indirectly aligned due to shared ownership or operational ties. This creates an incentive to recommend services provided by the affiliated firm, which may not always represent the lowest-cost or most suitable option for the client. • Client Allocation Decisions: We may have an incentive to direct certain clients to the Netherlands Affiliate (or vice versa) based on considerations related to the affiliation rather than the client’s best interests. • Jurisdictional Differences: Differences in regulatory frameworks between the United States and the Netherlands may create varying standards of care and disclosure requirements, potentially impacting the alignment of services with client expectations. While we are legally separate entities, we will share certain resources, personnel, and information with Noesis B.V. (“Affiliate”). We address these conflicts by adhering to our fiduciary duty to act in the best interests of our clients, only making these types of referrals when we feel they align with your specific needs, investment objectives and preferences. As well, we provide full and transparent disclosure about our affiliation with the Netherlands Affiliate and any potential impact on your relationship with us.by disclosing these relationships, and by not sharing client-specific information without prior client consent. We also mitigate this conflict by informing clients that they are under no obligation to accept the recommendation to use Noesis B.V. or our firm when recommended by Noesis. B.V. Relationship with DPL Financial Partners As noted under Item 4 – Advisory Business, Noesis Capital Management (“Noesis”) maintains a relationship with DPL Financial Partners (“DPL”), an independent insurance platform that provides access to a variety of commission-free, fee-based insurance and annuity products. Noesis pays an annual subscription fee to DPL for this access. Neither Noesis nor any of its supervised persons are licensed insurance agents, and the Firm does not receive commissions, referral fees, revenue-sharing, or any other form of compensation from DPL or from any insurance carrier. If a client elects to purchase an insurance or annuity product through the DPL platform, the transaction is facilitated directly between the client and DPL (or the issuing insurance carrier). Noesis may recommend that clients consider insurance or annuity options available through DPL when such products are determined to be in the client’s best interest and consistent with the client’s financial planning goals. This arrangement presents a potential conflict of interest, as Noesis pays a subscription fee for access to DPL and may therefore have an indirect incentive to recommend products or solutions available through that Page | 18  platform. The Firm mitigates this potential conflict by maintaining a fiduciary standard of care and recommending such products only when they are suitable and appropriate for the client. Noesis International Holdings, Inc. Noesis International Holdings, Inc. is the privately held company of Ellen and Nico Letschert (100% ownership). Noesis International Holdings, Inc. is the Letschert Single Family Office entity and is not available to clients. Nico and Ellen Letschert also own a private security. The firm does not typically recommend private securities investments to our advisory clients and acknowledges that this particular security has been held for a number of years. Noesis will not provide management services or reporting to clients for these investments. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Noesis has adopted compliance and supervisory procedures, which include a formal code of ethics and insider trading policies and procedures. Noesis’ code of ethics requires, among other things, that employees: • Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in global capital markets • Avoid any actual or potential conflict of interest. Any conflicts that cannot be avoided should be fully disclosed to clients and managed in such a way that the client’s interests are put first. • Conduct all personal securities transactions in a manner consistent with the policy • Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities • Comply with applicable provisions of the federal securities laws Noesis’ compliance and supervisory procedures also requires Employees to: • Report personal securities transactions on at least a quarterly basis • Provide Noesis with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) over which such employees have a direct or indirect beneficial interest A copy of Noesis’ code of ethics shall be provided to any client or prospective client upon request, free of charge. You may contact the firm’s CCO by calling (561) 999-9888 and make such request. Noesis or a related person does not recommend to clients, or buy or sell for client accounts, securities in which Noesis (or a related person) have a material financial interest. Noesis permits the firm and our related persons to purchase and/or sell the same securities as clients. We have established policies that the firm’s account and any of our related employees may only participate in Page | 19  transactions on the same day if the transaction is executed in an average price aggregated trade. If trades cannot be transacted via the average price then employees must wait until the next business day after the client’s transactions have been executed. Internal and Agency Cross Trades To the extent permitted by law, and in-line with a client’s investment guidelines, Noesis may engage in “cross trades” where, as an investment manager to a client account, Noesis will cause that advisory client account to purchase a security from another advisory client account without interpositioning a broker-dealer. This might be done in an effort to reduce transaction costs, increase execution efficiency and capitalize on timing opportunities. Cross transactions present a conflict of interest because Noesis represents the interests of both the selling account and the buying account in the same transaction. As a result, clients for whom Noesis executes cross trades bear the risk that our counterparty to the cross trade may be treated more favorably by us, particularly in cases where the first party pays Noesis higher management fees. Additionally, there is a risk that the price of a security bought or sold through a cross trade may not be as favorable as it might have been executed in the open market. When we permit internal cross transactions, Noesis makes every attempt to ensure that no client is disadvantaged in the trade but cannot absolutely guarantee that is the case. Although Noesis will permit internal cross transactions, the firm does not permit agency cross transactions. Additionally, Noesis does not execute transactions on a principal basis. ERISA Accounts When Noesis provides 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 and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. Our firm wants you to know that 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. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent 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. • We must give you basic information about conflicts of interest. (This ADV Part 2A addresses those conflicts.) 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) (ii) (iii) (iv) leave the money in the former employer’s plan, if permitted, roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, roll over to an Individual Retirement Account (“IRA”), or cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). Page | 20  If we recommend that a client roll over their retirement plan assets into an account to be managed by our firm, such a recommendation creates a conflict of interest if we will earn an advisory fee on the rolled over assets. No client is under any obligation to roll over retirement plan assets to an account managed by our firm. Your Financial Professional remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Newly Required Disclosure: Protection of Client Information and Incident Response (Effective under the 2024 SEC Privacy Amendments) Noesis Capital Management, Corp. (“Noesis”) maintains written policies and procedures reasonably designed to protect the security, confidentiality, and integrity of nonpublic personal information (“NPI”) that it collects about its clients. This includes information obtained through account opening documentation, transactions, or any other communications with the firm. Under the newly adopted amendments to Regulation S-P, Noesis’ privacy safeguards and response procedures have been enhanced to address cybersecurity and data-breach risks. Specifically: • Information Safeguards: Noesis limits access to NPI to personnel and service providers who need the information to perform business functions. Physical, electronic, and procedural safeguards are maintained to comply with federal privacy and information-security requirements. • Third-Party Oversight: Before sharing NPI with service providers or affiliates, Noesis requires written assurances that the recipient maintains appropriate safeguards consistent with Regulation S-P. • Data Breach and Incident Response: In the event of an unauthorized access or use of client information, Noesis will follow its written Incident Response Plan. The plan includes prompt assessment of the event, containment, investigation, notification to affected clients, and coordination with custodians and regulators as required. • Client Notification: Clients will receive notice of any data breach that is reasonably likely to have resulted in unauthorized access to, or use of, sensitive client information, as required under the SEC’s new privacy-incident notification rule. • Annual Privacy Notice: Noesis provides clients with a written Privacy Notice upon establishing a relationship and annually thereafter. This notice describes the categories of information collected, how the firm shares information, and clients’ rights to limit certain sharing, consistent with the Gramm- Leach-Bliley Act (GLBA) and Regulation S-P. We believe these written policies and procedures are designed to ensure that Noesis continues to act in accordance with its fiduciary obligations and applicable federal privacy and information-security laws. ITEM 12: BROKERAGE PRACTICES Your assets must be maintained in an account at a “qualified custodian,” generally a registered broker-dealer or a bank. Clients are free to deem any qualified custodian of their choice. Depending on the products you wish to hold in your account and the services you receive, Noesis will recommend clients custody their assets with Charles Schwab & Co., Inc. (“Schwab”) a registered broker-dealer, FINRA Member CRD #5393, or Interactive Brokers, LLC, (“IB”) a multinational brokerage firm, FINRA Member, CRD #36418. Page | 21  Noesis is independently owned and operated, and is not affiliated with Schwab or IB. The chosen qualified custodians will hold your assets in a brokerage account and buy and sell securities when we instruct them to. While we recommend that you use these firms as custodian/broker; you will decide whether to do so and will open your account with either Schwab or IB by entering into an agreement directly with the respective custodian/broker and provide our firm with authority as your designated investment adviser to undertake securities transactions on your behalf. We do not open the account for you, although we assist you in doing so. Even though your account is maintained at your custodian/broker of choice, we can still use other brokers to execute trades for your account as described below. We seek to recommend a custodian/broker that will hold your assets and execute transactions on terms that are, overall, most advantageous when compared with other available, similar providers and their services. We consider a wide range of factors including: • Combination of transaction execution services and asset custody services (generally without a separate fee for custody) • Capability to execute, clear, and settle trades (buy and sell securities for your account) • The qualified custodian also can facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds [ETFs], etc.) • Availability of investment research and tools that assist us in making investment decisions • Technology offered by the custodian/broker as well as the quality of services provided • Reputation, financial strength, security and stability • Prior service to us and our clients • Availability of other products and services that benefit us Our recommended qualified custodian/brokers do not charge separately for custody services, but are compensated by charging commissions or other fees on trades that are executed and that settle into your account. Certain trades (for example, particular mutual funds and ETFs) may not incur commissions or transaction fees. The custodian/broker is also compensated by earning interest on the uninvested cash in your account in their respective cash programs (For some accounts, Schwab may charge a percentage of the dollar amount of assets in the account in lieu of commissions.) In addition to commissions and/or asset-based fees, Schwab charges you a “prime broker” or “trade away” fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your Schwab account. These fees are in addition to the commissions or other compensation you pay the executing broker-dealer. Because of this, in order to minimize your trading costs, we have Schwab execute most trades for your account. When clients hold their account at Schwab, we have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms. They provide us and our clients with access to their institutional brokerage services (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 us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (we do not have to request them) and at no charge to us. Page | 22  Following is a more detailed description of Schwab’s support services: • Services that benefit you. 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 we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. • Services that may not directly benefit you. Schwab also makes available to us other products and services that benefit us, but may not directly benefit you or your account. These products and services assist us in managing and administering our clients' accounts. They include investment research, both Schwab's own and that of third parties. We may use this research to service all or a 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 • Provide pricing and other market data • Facilitate payment of our fees from our clients' accounts • Assist with back-office functions, recordkeeping, and client reporting • Services that generally benefit only us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • Educational conferences and events • Client Referrals • Consulting on technology, compliance, legal, and business needs While as a fiduciary, Noesis endeavors to act in its clients' best interests, our recommendation that clients maintain much of their assets in accounts at either Schwab or IB, may be based in part on the benefit to our firm of the availability of some of the foregoing products and services, and not solely on the nature, cost, or quality of custody and brokerage services provided by the brokers. This may create a potential conflict of interest. Noesis clients may, therefore, incur higher costs than those charged by other discount brokers. Trade Errors There are two types of trade errors: Those that are detected after the trade has settled and those that are detected prior to trade settlement. Noesis corrects errors caused by our firm or our firm’s personnel so that the client does not suffer a loss and is not harmed. Trade errors that are detected after a trade has settled in a client account are considered “Client Account Trade Errors.” For Client Account Trade Errors where Noesis is determined to be at fault, Noesis will reimburse the client for any losses resulting from the error. If it is determined that the client is at fault, Noesis may, in its sole discretion, pay the loss or charge the loss (in whole or in part) to the client. Net gains incurred when correcting Page | 23  a Client Account Trade Error will be retained by the client or client’s custodian and not Noesis. Trade errors that are detected prior to settlement of a trade in a client account are considered “Adviser Account Trade Errors.” Noesis will settle Adviser Account Trade Errors and any correcting trade into its error account. Net gains realized on a correcting trade will be retained by Noesis or the executing broker dependent on our relationship with that firm. Net losses incurred on a correcting trade will be paid by Noesis. Brokerage for Client Referrals Noesis receives client referrals from Charles Schwab & Co., Inc. (“Schwab”) through Noesis’ participation in the Schwab Advisor Network® (the “Service”). The Service is designed to help investors find an independent investment advisor. Schwab is a broker-dealer independent of and unaffiliated with Noesis. Schwab does not supervise Noesis and has no responsibility for Noesis’ management of clients’ portfolios or other advice or services. Noesis pays Schwab fees to receive client referrals through the Service. Noesis’ participation in the Service raises potential conflicts of interest described below. Noesis pays Schwab Participation fees on all referred clients’ accounts that are maintained in custody at Schwab and a Non-Schwab Custody Fee on all accounts that are maintained at, or transferred to, another custodian. This fee does not apply if the client was solely responsible for the decision not to maintain custody at Schwab. Participation fees are a percentage of the value of the assets in the client’s account. Noesis pays Schwab Participation fees for so long as the referred client’s account remains in custody at Schwab. Participation fees are billed to Noesis quarterly and may be increased, decreased or waived by Schwab from time to time. Participation fees are paid by Noesis, not by the client. Noesis does not charge clients referred through the service fees for costs greater than the fees, or costs the firm charges clients with similar portfolios who were not referred through the Service. The Non-Schwab Custody Fee is a one-time payment equal to a percentage of the assets placed with a custodian other than Schwab. The Non-Schwab Custody Fee is higher than the Participation Fee Noesis would generally pay in a single year. This gives Noesis an incentive to recommend that client accounts be held in custody at Schwab. The Participation and Non-Schwab Custody Fees are based on the amount of assets in accounts of Noesis’ clients who were referred by Schwab and those referred clients’ family members living in the same household. This gives Noesis an incentive to encourage household members of clients referred through the Service to maintain custody of their accounts at Schwab. Noesis does not currently utilize brokerage services offered by our Dutch affiliate, but in the event that brokerage arrangements are established in the future, clients will be notified of any such arrangement and provided with full disclosure regarding potential conflicts of interest, fees, and other relevant information. All brokerage services and best execution obligations will be in reasonable accordance with SEC rules and applicable Dutch regulations. Insurance and Annuity Product Access While Noesis Capital Management (“Noesis”) does not maintain brokerage arrangements for insurance or annuity products, the Firm maintains a relationship with DPL Financial Partners (“DPL”), an independent, Page | 24  fee-based insurance platform. Through this platform, Noesis may assist clients in evaluating commission- free insurance and annuity options when such products are determined to be in the client’s best interest. All transactions for insurance or annuity products are conducted directly between the client and DPL (or the issuing carrier). Noesis does not execute, place, or receive compensation related to these transactions. Because the Firm pays a subscription fee for access to DPL’s resources, a potential conflict of interest exists in that the Firm may be inclined to recommend DPL-available products. Noesis mitigates this conflict by maintaining a fiduciary standard of care, conducting independent product analysis where appropriate, and recommending insurance solutions only when they align with a client’s financial plan and objectives. Internal Cross Trades As previously discussed in Item 11, Noesis may engage in internal cross trades. Internal cross trades can benefit clients because the practice of cross-trading securities between internal advisory client accounts, without exposing the security to the market, thereby saving transaction and market costs. However, these types of transactions also pose substantial risks to clients due to the inherent conflicts of interest that are posed to our firm. Noesis must act as a fiduciary to both the buy and sell-side clients. Therefore, we must seek to obtain best execution for both buying and selling clients. To mitigate this risk, we provide disclosures to clients prior to the transaction, which outline the terms of the transaction and obtain client consent prior to executing the transaction. In addition, our firm has written policies and procedures (which include a prohibition on interpositioning a broker/dealer) as to what procedures the traders will follow while executing an internal cross transaction so that no client is disadvantaged as a result of a cross transaction. In addition, our firm does not permit cross trading in ERISA accounts or with registered investment companies. Directed Brokerage Although the client is free to choose a custodian/broker of their choice, Noesis does not accept client direction for executing transactions through a specific broker-dealer. Noesis employs discretion when executing trades at particular broker/dealers. Clients who choose to hold assets outside of Schwab or Interactive Brokers should be aware that we do not have agreements for discounted commissions, or any other costs associated with your trade (please see Item 5 Fees and Compensation of this disclosure for possible additional brokerage fees). Noesis may not be able to utilize an institutional platform and execution of your transactions will not be aggregated with our Schwab or Interactive Brokers clients. Therefore, your pricing will vary and, depending upon all costs incurred, could be higher or lower than our Schwab and Interactive Brokers client accounts’ transactions. Trade Aggregation & Allocation Noesis aggregates client orders at our discretion and based on a belief that the aggregation will seek best execution. Allocation of aggregate orders will be determined the same day of the order entry and allocation to each client account will be done on a rotational or random basis in order to ensure all clients are treated fairly and equitably. Page | 25  ITEM 13: REVIEW OF ACCOUNTS Noesis PMs meet with their clients at mutually agreeable intervals (typically one or more per year – virtually or in person) to review their accounts. During these meetings, the PM usually reviews the investment portfolio, addresses any changes in the client’s situation that may impact management, and determines if the current strategy should be altered. The PM also reviews the account(s) to ensure compliance with stated investment objectives and any other account requirements or restrictions. This review is in addition to the ongoing account review that results as a matter of course through our active management style. Clients receive written quarterly reports from Noesis that contain a listing of securities owned, a description of how their portfolio is allocated, as well as performance measurement. Clients are welcome to request a report at any time. ITEM 14: CLIENT REFERRALS & OTHER COMPENSATION Client Referral Arrangements Noesis has outlined in Item 12, Brokerage, that our firm receives client referrals from Charles Schwab & Co., Inc. (“Schwab”) through Noesis’ participation in Schwab Advisor Network® (“the Service”). Please refer to Item 12 for important disclosures regarding this arrangement. Noesis has entered into agreements with Schwab, as noted above and may also receive referrals from our affiliate in the Netherlands. In return for these referrals, Noesis compensates the promoter, directly or indirectly. In the case of Schwab, please see Item 12, Brokerage. These arrangements are conducted in accordance with Rule 206(4)-1 under the Investment Advisers Act of 1940 (the “Marketing Rule”). Under this rule, any compensation arrangements for referrals resulting in payments accumulating in excess of $1000 per year will be made pursuant to a written agreement between the outside promoter and our firm. Clients referred by solicitors to our firm will not pay higher advisory fees than clients who were not referred by a promoter. The fees paid by referred clients are consistent with those paid by all other clients for similar services. Our firm is strictly prohibited from paying any disqualified persons (aka “bad actors”) any compensation for client referrals. Our relationships with third-party promoters create potential conflicts of interest because the promoter has a financial incentive to recommend Noesis over other investment advisers. We mitigate conflicts by ensuring, to a reasonable extent, that: • The promoter’s arrangement is fully and fairly disclosed in this disclosure document. • Noesis reviews the relationship to ensure that all advice provided to referred clients is in their best interest and consistent with our fiduciary duty. See DPL Financial Partners disclosures in Items 4, 10 and 12. Page | 26  Other Compensation Arrangements Noesis has no other arrangements whereby the firm or related persons of the firm are entitled to receive sales awards, prizes or other economic benefits except for those described in Items 5 and 12 of this disclosure brochure. ITEM 15: CUSTODY Noesis does not take possession of, or maintain custody of, a client’s funds or securities. However, we have been granted certain authorities which constitute custody under the SEC’s interpretation of custody. We have listed them below. Clients will give Noesis written consent (generally through the investment advisory agreement) to request that the qualified custodian directly deduct Noesis’ investment advisory fees from your account held at your qualified custodian. When our firm has this type of permission, there is always a risk that the fee is not in- line with the written agreement you signed when opening the account. As well, in an effort to provide premium service to clients, Noesis is also granted a standing letter of authorization – or “SLOA” – to direct the qualified custodian to enact money movements in and out of a client’s account by some clients. The use of SLOAs and other disbursement authorizations effectively allows advisors to act based upon a client’s verbal request, without “troubling them” for additional paperwork and signatures every time. Clients will provide initial written authorization to Noesis and the qualified custodian, authorizing the SLOA. Under SEC interpretive guidance, this authority constitutes custody. When an adviser is able to accept verbal authorization from clients, there is always an inherent risk that the adviser may act without the client’s verbal authorization. We mitigate the two above noted risks by ensuring that the qualified custodian sends transaction notices and client statements, at least quarterly, directly to the client or the client’s personal representative (Executor, Trustee, POA, Attorney, etc.). Additionally, Noesis prepares quarterly reports for clients showing client holdings and performance. In addition to the quarterly reports we send you, the client’s qualified custodian will send account statements at least quarterly, which outline all transactional activity in that period, as well as your respective account holdings. Clients should carefully compare the qualified custodian’s statement to any reports provided by Noesis to verify holdings, transactions and fee disbursements. If clients have any concerns or questions, they should contact Noesis’ Chief Compliance Officer at (561) 999-9888 or their qualified custodian. ITEM 16: INVESTMENT DISCRETION We offer our advisory services on a discretionary basis. This means that we do not need advance approval from clients to determine the type and amount of securities to be bought and sold for your account(s). Our discretion is used in a manner consistent with the stated investment objectives for your accounts(s) if you Page | 27  have given us written authorization to do so. We only exercise discretion in accounts where we have been authorized, in writing, by clients. This authorization is typically included in the investment advisory agreement clients enter into with us. We also manage accounts on a non-discretionary basis, which means we must obtain your approval before for each transaction. Should you prefer your account to be managed in a non-discretionary manner, your prior approval must be obtained by the PM for each transaction with regard to the investment and reinvestment of account assets. Noesis must also obtain your prior consent for the firm to give instructions to the Custodian of Record which maintains your account. The Custodian of Record will specifically limit our firm’s authority in the account to the placement of trade orders and the deduction of advisory fees. In light of the requirement for your pre-approval, you must make yourself available and keep us updated on your contact information so that instructions can be efficiently effected on your behalf. In the event of a market correction, if we cannot contact clients to obtain consent, we would be unable to effect any recommended action. ITEM 17: VOTING CLIENT SECURITIES Noesis maintains a proxy voting policy, procedures, and guidelines designed to ensure that proxies are voted in a manner that maximizes the long-term value of the securities held in our clients’ accounts. While we will allow clients to vote the proxies in their own accounts if they prefer, in most cases, we accept authority to vote proxies for our clients. For those clients that retain the ability to vote proxies themselves, clients will not receive information about their proxies from Noesis and should instead receive proxies from their custodian, transfer agent, or other third-party service provider such as their proxy service provider. When voting proxies, we pay particular attention to the following matters in exercising our proxy voting responsibilities for our clients: • Accountability. Each company should have effective controls in place to hold those entrusted with managing a company’s business accountable for their actions. Company management should be accountable to its board of directors and the board should be accountable to shareholders. • Alignment of Management and Shareholder Interests. Each company should seek to align the interests of management and the board of directors with the interests of the company’s shareholders. For example, we believe that compensation should be designed to reward management for creating value for the shareholders of the company. • Transparency. Each company should provide timely disclosure of important information about its business operations and financial performance to enable investors to evaluate the company’s performance and to make informed decisions about the purchase and sale of the company’s securities. Noesis engages the assistance of third-party proxy research service providers such as Bloomberg and occasionally Refinitiv to assist us in research and decision-making about how the client’s proxies will be voted. These third-party research firms provided data regarding governance and executive compensation, which helps us in making decisions about how we will vote client proxies. Our CCO is responsible for monitoring these relationships. If we determine that there is a material conflict of interest between Noesis (or a Noesis employee) and our clients, our procedures provide that we abstain from voting. Noesis will promptly notify the client if we Page | 28  should determine that we will abstain from voting the proxy. Our written proxy voting policy and procedures, as well as a complete record of how we have voted proxies in the past, are available to clients upon request. Please contact the firm’s Chief Compliance Officer at (561) 999-9888 for a copy of either. Clients occasionally receive notices of class action settlements involving a security held in their portfolio, past or present. The client retains the right to file claims for class-action settlements. If requested, Noesis will assist clients with the completion of the class-action settlement claim form. It is the client’s responsibility to promptly forward any notices received. ITEM 18: FINANCIAL INFORMATION Noesis does not maintain custody of client funds or require or solicit the pre-payment of more than $1,200 in fees per client, six (6) months or more in advance. Noesis is not currently and has never been the subject of a bankruptcy petition. The firm has no financial conditions that are likely to impair our ability to meet contractual obligations to our clients. Page | 29