Northern Lights Advisors, Inc.

NORTHERN LIGHTS ADVISORS, INC. Firm CRD #167824 Office Address: 1448 NW Market St, Suite 500 Seattle, WA 98107 Telephone: 206-203-6638 www.nlria.com August 4, 2026 FORM ADV PART 2A BROCHURE This brochure provides information about the qualifications and business practices of Northern Lights Advisors, Inc. If you have any questions about the contents of this brochure, contact us at 206-203- 6638. 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 Northern Lights Advisors, Inc. is available on the SEC's website at www.adviserinfo.sec.gov. Northern Lights Advisors, Inc. is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  ITEM 2 SUMMARY OF MATERIAL CHANGES Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the filing of our last annual updating amendment dated March 25, 2026, we have the following material changes to report: We have amended Items 4, 5, 7, 12, 13 and 17 of this brochure. We have updated our assets under management. We have restated our minimum as a single minimum annual fee of $10,000 for an advisory relationship, met under one of three bases: an asset-based fee on a household of $1,000,000 or more, a flat annual fee of not less than $10,000 covering both portfolio management and financial planning, or a financial planning fee of not less than $10,000 where we do not manage your accounts. The household figure required for the asset-based basis has increased from $750,000 to $1,000,000. We have disclosed that our hourly rate for financial consulting services is $400 per hour and that hourly services are closed to new clients, remaining available only to certain legacy clients. We have disclosed that flat annual financial planning fees are adjusted each year by the Consumer Price Index. We no longer offer monthly billing. We have clarified that we have no soft dollar arrangements and do not select brokers on the basis of research they provide. And we now vote proxies on behalf of clients for the accounts we manage, in accordance with the benchmark voting guidelines of an independent proxy advisory firm. 2  Item 3 Table of Contents Item 1 Cover Page Page 1 Item 2 Summary of Material Changes Page 2 Item 3 Table of Contents Page 3 Item 4 Advisory Business Page 4 Item 5 Fees and Compensation Page 7 Item 6 Performance-Based Fees and Side-By-Side Management Page 10 Item 7 Types of Clients Page 10 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Page 10 Item 9 Disciplinary Information Page 13 Item 10 Other Financial Industry Activities and Affiliations Page 13 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Page 14 Item 12 Brokerage Practices Page 14 Item 13 Review of Accounts Page 19 Item 14 Client Referrals and Other Compensation Page 19 Item 15 Custody Page 20 Item 16 Investment Discretion Page 21 Item 17 Voting Client Securities Page 21 Item 18 Financial Information Page 21 3  ITEM 4 ADVISORY BUSINESS Description of Services and Fees Northern Lights Advisors, Inc. is an investment adviser based in Seattle, Washington that is registered with the United States Securities and Exchange Commission. We are organized as an S Corporation under the laws of Washington State. We have been providing investment advisory services since August 2013. Martin Erik Lundgren and Kristina Draper are our principal shareholders. Currently, we offer the following investment advisory services, which are personalized to each individual client: • Portfolio Management Services • Financial Planning and Consulting Services • Pension Consulting Services The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we", "our" and "us" refer to Northern Lights Advisors, Inc. and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Portfolio Management Services We offer discretionary portfolio management services to individuals and institutions. Our investment advice is tailored to meet our clients' needs and investment objectives. If you retain our firm for portfolio management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information at the beginning of our advisory relationship. We will use the information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our portfolio management services, we will customize an investment portfolio for you according to your risk tolerance and investing objectives. Once we construct an investment portfolio for you, we will monitor your portfolio's performance on an ongoing basis and will rebalance the portfolio as required by changes in market conditions and in your financial circumstances. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm and the appropriate trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased or sold for your account) by providing our firm with your restrictions and guidelines in writing. Web-Based Portfolio Management Services We offer discretionary portfolio management services that are delivered to you through an automated and interactive web-based investment management system (i.e., "robo-advisory" services). The investment advice rendered under this program is tailored to meet your individual investment needs and objectives and is delivered exclusively based upon information you submit via a web-based investment questionnaire. Your responses to the electronic investment questionnaire are used by the web-based system to determine whether the available investment programs offered are 4  appropriate for you generally, and, if so, to select a particular investment option that fits with your unique investment profile. After submission of the online investment questionnaire, the web-based system will select an investment option for you that employs one or more proprietary model investment portfolios ("models"), the underlying holdings of which have been selected by our firm. We have diversified the models available within this program across various investment styles and/or asset classes and designed them, in part, to reduce the transaction costs incurred within client accounts. While the proprietary models offered are generally designed to consider and mitigate transaction based charges, there may be instances where transaction fees and other costs are incurred within your account. The investment and reinvestment of your assets within the program is managed on a discretionary basis by our firm and will occur automatically in accordance with the proprietary investment model(s) you have selected via the web-based system. As the discretionary advisor to your account, our firm will automatically re- balance your holdings on a periodic basis to maintain the target asset allocation percentages within the selected models. You can change your investment allocations and/or investment strategy at any time by going online and updating your web-based information. The single $10,000 minimum annual fee described in Items 5 and 7 of this brochure applies to accounts managed through this program, and assets held in this program count toward the household measured for the asset-based fee. You may withdraw assets from your account at any time directly via the web-based portal, subject to the usual and customary securities settlement procedures. Our investment models typically rely on long-term investment strategies and asset withdrawals may therefore impair the achievement of your specific investment objectives. If you participate in our web-based discretionary portfolio management services, you will be required to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our firm to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm and/or the appropriate trading authorization forms. Clients participating in this investment program may not impose any restrictions on the management of their accounts or otherwise limit any discretionary authority granted. In providing the portfolio management services under this program, all information will be provided through the web- based portal. Our firm will not verify any information we receive from you, or your agent(s), and we will rely on the information you provide. It is your responsibility to promptly update your account application through the web-based portal if there are ever any changes in your financial situation or investment objectives for the purpose of reallocating and/or re-balancing your account. Financial Planning and Consulting Services We offer financial planning and consulting services, which typically involve providing a variety of advisory services to clients regarding the management of their financial resources based upon an analysis of their individual needs. The consulting services may also include financial analysis consulting services for other firms involving investment expertise, real estate valuation, modeling and other pre-determined tasks as part of a consulting agreement. The financial planning services can range from broad, comprehensive, financial planning to consultative or single subject planning. If you retain our firm for financial planning services, we will meet with you to gather information about your financial circumstances and objectives. Once we review and analyze the information you provide to our firm, we may deliver a written plan to you designed to help you achieve your stated financial goals and objectives. You may engage our firm on an annual retainer basis to provide financial planning and consulting services that may address topics that include but are not limited to 5  retirement planning, cash flow reconciliation, budgeting, retirement account allocation, asset allocation analysis, insurance analysis, and college funding analysis. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any brokerage firm. Pension Consulting Services We offer pension consulting services to employee benefit plans and their fiduciaries based upon the needs of the plan and the services requested by the plan sponsor or named fiduciary. In general, these services may include an existing plan review and analysis, plan-level advice regarding fund selection and investment options, education services to plan participants, investment performance monitoring, and/or ongoing consulting. These pension consulting services will generally be non-discretionary and advisory in nature. The ultimate decision to act on behalf of the plan shall remain with the plan sponsor or other named fiduciary. We may also assist with participant enrollment meetings and provide investment-related educational seminars to plan participants on such topics as: Diversification; Asset allocation; Risk tolerance; and Time horizon. Our educational seminars may include other investment-related topics specific to the particular plan. We may also provide additional types of pension consulting services to plans on an individually negotiated basis. All services, whether discussed above or customized for the plan based upon requirements from the plan fiduciaries (which may include additional plan-level or participant-level services) shall be detailed in a written agreement and be consistent with the parameters set forth in the plan documents. Status We are registered as an investment adviser and represent that our firm is not subject to any disqualification as set forth in Section 411 of ERISA. To the extent we perform Fiduciary Services, we are acting as a fiduciary of the Plan as defined in Section 3(21) under the Employee Retirement Income Security Act ("ERISA"). Wrap Fee Programs We do not participate in any wrap fee program. IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020- 02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to 6  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. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must: • 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; and • Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Types of Investments We primarily offer advice on mutual funds and exchange traded funds (ETFs). Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Assets Under Management As of August 4, 2026, we provide continuous management services for $304,344,122.72 in client assets managed on a discretionary basis. ITEM 5 FEES AND COMPENSATION Portfolio Management Services Our fee for portfolio management services is based on a percentage of your assets we manage and is set forth in the following fee schedules: Individual Portfolio Management Services Fees Assets Under Management Annual Fee First $1,000,000 1.00% Next $1,000,000 0.90% 7  Next $1,000,000 0.80% Next $2,000,000 0.70% Next $5,000,000 0.50% Next $20,000,000 0.30% For example, if we manage $7,000,000 for you, our annual fee would be $51,000 (first $1mm x 1% + second $1mm x 0.9% + third $1mm x 0.8% + $2mm x 0.7 + $2mm x 0.5%). (*We charge a single minimum annual fee of $10,000 for an advisory relationship. It applies to the relationship as a whole rather than per account or per service, and we do not waive it. Under this asset-based fee schedule, the minimum is met by a household of $1,000,000, because 1.00% of $1,000,000 is exactly $10,000. We combine the account values of family members living in the same household — including your minor children, joint accounts with your spouse, and other related accounts — both to determine the applicable rate under the schedule above and to determine whether the minimum has been met, and we measure the household across all account types we manage for it, including separately managed accounts held at Charles Schwab & Co., Inc. and accounts managed through our web-based program. We may accept a household below $1,000,000; in that case the $10,000 minimum annual fee applies and your fee will represent more than 1.00% of your assets under our management. See Item 7 for the two alternative bases on which the minimum may instead be met.) Institution Portfolio Management Services Fees Assets Under Management Annual Fee $0 - $20,000,000 1.50% Over $20,000,000 Negotiable (*Minimum annual fee in the amount of $200,000 to open and maintain an advisory account for an institution. Minimum annual fee is negotiable, depending on client circumstances.) Northern Lights Advisors Inc. shall deliver the materials required by this section to an advisory client or prospective advisory client not less than forty-eight hours prior to entering into any investment advisory contract with such client or prospective client, if the materials have not been delivered the client or prospect has the option to terminate without penalty. Our annual portfolio management fee is billed and payable quarterly in advance based on the value of your account on the last day of the previous quarter. We do not offer monthly billing. For significant deposits and or withdrawals into or out of the portfolio, Northern Lights will employ a true-up process. If the net contributions and or withdrawals during the quarter exceed $10,000, your quarterly fee will be adjusted by the average balance of the deposits and or withdrawals during the quarter, consistent with our fee schedule. If the portfolio management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending on individual client circumstances. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. 8  We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met: • You provide our firm with written authorization permitting the fees to be paid directly from your account held by the qualified custodian. • Concurrently with sending the fee statement to the custodian, we will send you an invoice fee showing the amount of the fee, the formula used to calculate the fee, the value of the assets under management on which the fee is based, and the time period covered by the fee. • The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts dispersed from your account including the amount of the advisory fee paid directly to our firm. We encourage you to reconcile our invoices with the statement(s) you receive from the qualified custodian. If you find any inconsistent information between our invoice and the statement(s) you receive from the qualified custodian, please call our main office number located on the cover page of this brochure. You may terminate the portfolio management agreement upon 30-days' written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Web-Based Portfolio Management Services Our annual advisory fee for web-based portfolio management services consists of an asset-based management fee based on the value of the assets in your account. Our advisory fee for web-based portfolio management services will not exceed 1.00%. This advisory fee is payable quarterly in arrears based on the value of your account on the last day of the quarter. The terms and conditions of this program shall be set forth in a written portfolio management agreement executed by the client and our firm. If our web-based portfolio management services agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro-rata basis, which means that our advisory fee is payable only in proportion to the number of days in the calendar quarter for which you are a client. We will deduct our advisory fee directly from your account through the qualified custodian holding your funds and securities. Our fee will be deducted directly from your account only when: (1) you have given our firm and your account custodian written authorization authorizing the same; (2) we send you an invoice showing the amount of the fee, the value of the assets on which the fee is based, and the specific manner in which the fee was calculated and, (3) where your account custodian will deliver an account statement to you at least quarterly showing all activity in your account, including, without limitation, any direct debits of our advisory fees. You should review all account statements for accuracy. Our agreement for services will continue in effect until terminated by either party. You may terminate the agreement upon ten days’ written notice to our firm. Clients who remain on our prior investment advisory agreement may terminate upon thirty days’ written notice, as provided in that agreement. You will incur a pro-rata charge for services rendered prior to the termination of the agreement, which means you will incur advisory fees only in proportion to the number of days in the calendar quarter during which you were a client. 9  Financial Planning and Consulting Services We provide financial planning and consulting services on an annual engagement basis. The fee charged for financial planning and consulting services is negotiable and dependent on the scope and complexity of the plan, the client’s situation, and the client’s financial objectives. The fee will be determined at the start of the advisory relationship. Financial planning retainer services are offered at a minimum of $10,000 per year, billed quarterly in advance. We do not offer monthly billing, and we do not waive this minimum annual fee. A flat annual fee may cover portfolio management and financial planning together, or financial planning alone where we do not manage your accounts; in either case it is a flat dollar amount that does not vary with the value of your accounts, and the true-up described above does not apply to it. The annual fee is adjusted each year, on the anniversary date of the signed agreement, by the official Consumer Price Index (CPI). The client authorizes this adjustment upon execution of the agreement, and we will notify the client of the adjusted fee before it takes effect. This adjustment applies regardless of investment performance: in a year in which a client’s portfolio declines, an asset-based fee would decline with it while a flat annual fee will still increase with CPI, and in a year in which the portfolio rises sharply the reverse is true. Neither fee structure is less expensive than the other in the abstract. An asset-based fee is adjusted for account flows and not for inflation; a flat annual fee is adjusted for inflation and not for account flows. Only one of the two applies to any client. Hourly financial consulting services are closed to new clients. Certain legacy clients remain eligible for hourly services at a rate of $400 per hour. Our hourly fees are due upon completion of services rendered and based on actual hours worked. Under no circumstance will we require prepayment of a fee both more than six months in advance and in excess of $500. You may terminate the agreement within five business days of acceptance without penalty. After the five-day period either party may terminate the agreement by providing ten days written notice to the other party. Upon termination, depending on the type of agreement that is in place, you will either incur a pro rata charge for services rendered prior to the termination of the agreement or, If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Pension Consulting Services The compensation arrangement for these services will be based on the following fee schedule: Plan Assets Annual Fee $0 - $500,000 1.00% $500,001 - $750,000 0.80% $750,001 - $1,000,000 0.75% $1,000,001 - $3,000,000 0.70% $3,000,001 - $5,000,000 0.60% $5,000,001 - $10,000,000 0.50% $10,000,001 - $20,000,000 0.40% $20,000,001 - $30,000,000 0.35% $30,000,001 - $40,000,000 0.30% 10  $40,000,001 - $60,000,000 0.25% Over $60,000,000 0.20% Either party to the pension consulting agreement may terminate the agreement upon 60-days' written notice to the other party. The pension consulting fees will be prorated for the quarter in which the termination notice is given and any unearned fees will be refunded to the client. In all instances, we will send you a written invoice, including the fee, the formula used to calculate the fee, the fee calculation itself, the time period covered by the fee, and, if applicable, the amount of assets under management on which the fee was based. Also, we will include the name of the custodian(s) on your fee invoice. We will send these to you concurrent with the request for payment or payment of our advisory fees. We urge you to compare this information with the fees listed in the account statement. Please refer to the above services for information on our advisory fees, and refund policy. Additional Fees and Expenses Paid to Third Parties In addition to the advisory fees that we charge, clients will incur brokerage and other transaction costs. Please refer to Item 12 for further information on brokerage. Additional fees and expenses incurred may include custodian fees, commissions, mark-ups and mark-downs, spreads paid to market makers, wire transfer fees, check-writing fees, early redemption charges, certain deferred sales tax on previously-purchased mutual funds, margin fees, charges or interest, and other expenses. Mutual funds and ETFs are also subject to fund-level expenses, including management fees. These fees and expenses are separate from our advisory fees and are paid to third parties. ITEM 6 PERFORMANCE -BASED FEES AND SIDE -BY-SIDE MANAGEMENT We do not accept performance-based fees or participate in side-by-side management. Performance- based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance- based fees. Our fees are calculated as described in the Fees and Compensation section above and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. ITEM 7 TYPES OF CLIENTS We offer investment advisory services to individuals and institutions, which include pension and profit sharing plans, trusts, estates, charitable organizations, other investment advisers, fund managers, corporations, and other business entities. In general, we charge a single minimum annual fee of $10,000 for an advisory relationship. That minimum applies to the relationship as a whole rather than per account or per service, it applies whether you engage us for portfolio 11  management, financial planning, or both, and we do not waive it. The minimum is met under one of three bases, and only one applies to you at a time: (1) an asset-based fee under the schedule in Item 5, which a household of $1,000,000 or more satisfies, because 1.00% of $1,000,000 is exactly $10,000; (2) a flat annual fee of not less than $10,000, covering portfolio management and financial planning together; or (3) a financial planning fee of not less than $10,000, where we do not manage your accounts. For the asset-based basis we combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts both to determine the applicable rate and to determine whether the minimum has been met, measured across all account types we manage for your household, including separately managed accounts held at Charles Schwab & Co., Inc. and accounts managed through our web-based program. We may accept a household below $1,000,000 on the asset-based basis; in that case the $10,000 minimum annual fee applies and your fee will represent more than 1.00% of your assets under our management. The fee above the minimum is negotiable and is determined by the size and complexity of your financial life — the scope of the work, your circumstances, and your objectives. This minimum applies to individual, family and household clients. Our pension consulting services are charged on the separate schedule described in Item 5 and are not subject to it, and institutional clients are subject to the separate institutional minimum described below and are engaged under a separate agreement. We charge a minimum annual fee in the amount of $200,000 to open and maintain an advisory account for an institution. Minimum annual fee is negotiable, depending on client circumstances. Financial planning retainer services are offered at a minimum of $10,000 per year, which we do not waive, and which is the same $10,000 minimum annual fee described above rather than a second minimum in addition to it. ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS We may use one or more of the following methods of analysis or investment strategies when providing investment advice to you: We may use short-term trading, short sales, margin, and/or options as investment strategies when managing your account(s). None of these strategies are a fundamental part of our overall investment strategy, but we may use one or more occasionally when we determine that they are suitable given your stated investment objectives and tolerance for risk. Fundamental Analysis - involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. • Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial 12  horizon, financial information, liquidity needs, and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you consult with a tax professional regarding the investing of your assets. Moreover, as a result of revised IRS regulations, custodians and broker-dealers will begin reporting the cost basis of equities acquired in client accounts on or after January 1, 2011. Your custodian will default to the FIFO (First-In First-Out) accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, please provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Recommendation of Particular Types of Securities As disclosed under the Advisory Business section in this brochure, we primarily recommend mutual funds and exchange traded funds (ETFs). However, we may recommend other types of investments as appropriate for you since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Mutual Funds and ETFs: Mutual funds and exchange traded funds (ETFs) are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. Exchange traded funds differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open end". So- called 13  "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end" funds have a fixed number of shares to sell which can limit their availability to new investors. Direct Indexing: Direct indexing strategies seek to replicate the performance of a market index by directly holding the individual securities, or a representative sample of the individual securities, that make up the index. Direct indexing can provide a more tax efficient means of investing, and allows for more customized investment allocations, than investing in a fund or other commingled product that seeks to replicate the index. The potential benefits of direct indexing, however, will not necessarily be realized if a client does not take advantage of tax planning or impose account restrictions, such as account level security or sector-based restrictions or customizations based on specific tax, Environmental, Social, and Governance or other preferences. Fees and expenses for the direct indexing strategy in some cases will be higher than the fees and expenses associated with alternative index products. Higher fees and expenses could adversely impact account performance. The size of the account and the number of securities in the index the account seeks to replicate also limit the ability of the account to replicate the index. As a result, the direct indexing strategy introduces the risk of tracking error relative to the index and can cause a portfolio to underperform the index, including as a result of customization. Securities Backed Lines of Credit (SBLOCs): SBLOCs are non-purpose loans where you pledge assets in your account as collateral in return for a loan. The loan proceeds can be used for purposes other than to purchase or trade securities. Depending on your objectives, we can help you apply for a SBLOC. This can be a strategic alternative to liquidating assets to pay for unexpected expenses, a business opportunity, or a personal goal, any of which could trigger capital gain taxes. While we do not receive a fee for arranging these loans, our assistance in this process presents a conflict of interest, as we have an incentive for you to maintain these assets in your account instead of liquidating them, as liquidation could decrease the asset-based fees that we earn for managing your account. To address this conflict, we only make recommendations to obtain such loans when we believe obtaining a SBLOC is in the best interests of clients. Clients should note that they retain the ultimate decision to obtain such loans. The following are some of the primary risks associated with obtaining a SBLOC: • Interest rate payments on the principal balance of the loan are not fixed and may increase; • If the value of the securities pledged as collateral decrease, you will be liable for any deficiency; • The lender can force the sale or liquidation of securities held as collateral without contacting you in advance to meet collateral requirements and you are not entitled to choose which securities are liquidated or sold; • You are only entitled to draw on the line to the extent there is credit availability; and • There may be additional risks when money funds or similar investments may produce less interest income or other yield than the interest you are paying on the loan. We urge our clients to carefully read all disclosures and agreements prior to entering into an SBLOC or non-purpose loan. While we can assist in the application process, we are not involved in the approval process. 14  Political Risk: Each administration presents its own set of policy risks that could impact investors. One of the policy tools that an administration can implement is the imposition of tariffs, or the threats thereof. The scope, implementation, and duration of tariffs can create uncertainty domestically and globally. Industries that rely on imported raw material or that have heavily integrated cross-border manufacturing practices may be most impacted by the imposition of tariffs. However, it is challenging to predict the impact of actual and/or threatened tariffs and impossible to predict future policy decisions. When tariffs are imposed, there is also a higher probability that retaliatory tariffs could be imposed, which could further impact industries and products. Tariffs in general can also permanently alter global supply chains and have far-reaching indirect impacts. Tariffs can hurt economic growth and add to inflation, which can lead to rising interest rates. Artificial Intelligence ("AI") Risk: We may rely on programs and systems that utilize AI, machine learning, probabilistic modeling, and other data science technologies ("AI Tools") when delivering our services. AI Tools are also used to record and transcribe client meetings. Clients should note that AI Tools are highly complex, and are known to have been flawed, hallucinate, reflect biases included in the data on which such tools are trained, be of poor quality, or be otherwise harmful. AI Tools present Cybersecurity Risk. The U.S. and global legal and regulatory environment relating to the use of AI Tools is uncertain and rapidly evolving, and could require changes in the firm’s implementation of AI Tools and increase compliance costs and the risk of non-compliance. Further, the firm may rely on AI Tools developed by third parties, and the firm has limited control over the accuracy and completeness of such AI Tools. Clients who do not want us to record their meetings have the option to opt out at the time of the meeting. ITEM 9 DISCIPLINARY INFORMATION We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. We do not have any required disclosures under this item. ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS We have not provided information on other financial industry activities and affiliations because we do not have any relationship or arrangement that is material to our advisory business or to our clients with any of the types of entities listed below. 1. broker-dealer, municipal securities dealer, or government securities dealer or broker. 2. investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or "hedge fund," and offshore fund). 3. other investment adviser or financial planner. 4. futures commission merchant, commodity pool operator, or commodity trading advisor. 5. banking or thrift institution. 6. accountant or accounting firm. 7. lawyer or law firm. 8. insurance company or agency. 9. pension consultant. 10. real estate broker or dealer. 15  11. sponsor or syndicator of limited partnerships. ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All persons associated with our firm are expected to adhere strictly to these guidelines. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Practices Our firm and persons associated with our firm may buy or sell securities for you at the same time we or persons associated with our firm buy or sell such securities for our own account. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. ITEM 12 BROKERAGE PRACTICES We recommend the brokerage and custodial services of Charles Schwab & Co., Inc, Betterment Securities, and Interactive Brokers, LLC, members of the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corp. ("SIPC"). Your assets must be maintained in an account at a "qualified custodian," generally a broker-dealer or bank. In recognition of the value of the services the custodian provides, you may pay higher commissions and/or trading costs than those that may be available elsewhere. Our selection of custodian is based on many factors, including the level of services provided, the custodian's financial stability, and the cost of services provided by the custodian to our clients, which includes the yield on cash sweep choices, commissions, custody fees and other fees or expenses. 16  We seek to recommend a custodian/broker that will hold your assets and execute transactions on terms that are, overall, the most favorable compared to other available providers and their services. We consider various factors, including: • Capability to buy and sell securities for your account itself or to facilitate such services. • The likelihood that your trades will be executed. • Availability of portfolio management, trading, and reporting tools. • Overall quality of services. • Competitiveness of price. • Reputation, financial strength, and stability. • Existing relationship with our firm and our other clients. Research and Other Soft Dollar Benefits We do not have any soft dollar arrangements. We do not direct client brokerage to a broker-dealer in return for research or other products and services, and we do not select or recommend a broker-dealer on the basis of research it provides to us. As described below, our custodians make certain products and services available to us free of charge or at a discount as a result of the aggregate client assets held with them. We treat those as an economic benefit and a potential conflict of interest, and we describe them in this Item. Schwab - Your Custody and Brokerage Costs For our clients' accounts it maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. For some accounts, Schwab may charge you a percentage of the dollar amount of assets in the account in lieu of commissions. Schwab's commission rates and/or asset-based fees applicable to our client accounts were negotiated based on our commitment to maintain $10 million of our clients' assets statement equity in accounts at Schwab. This commitment benefits you because the overall commission rates and/or asset-based fees you pay are lower than they would be if we had not made the commitment. In addition to commission rates and/or asset-based fees Schwab charges you a flat dollar amount as 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. Schwab Advisor Services Schwab Advisor Services (formerly called Schwab Institutional) is Schwab's business serving independent investment advisory firms like us. They provide us and our 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 us manage or administer our clients' accounts while others help us manage and grow our business. Schwab's support services are generally are available on an unsolicited basis (we don't have to request them) and at no charge to us as long as we keep a total of at least $10 million of our clients' assets in accounts at Schwab. If we have less than $10 million in client assets at Schwab, it may charge us quarterly service fees. Following is a more detailed description of Schwab's support services: Services that Benefit You 17  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 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; • provide pricing and other market data; o facilitate payment of our fees from our clients' accounts; and • 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; • technology, compliance, legal, and business consulting; • publications and conferences on practice management and business succession; • access to employee benefits providers, human capital consultants and insurance providers; • discount of up to $4,250 on PortfolioCenter® software. Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. 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 us with other benefits such as occasional business entertainment of our personnel. Our Interest in Schwab's Services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We don't have to pay for Schwab's services so long as we keep a total of at least $10 million of client assets in accounts at Schwab. Beyond that, these services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. The $10 million minimum may give us an incentive to recommend that you maintain your account with Schwab based on our interest in receiving Schwab's services that benefit our business rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a potential conflict of interest. We believe, however, that our selection of Schwab as custodian and broker is in the best interests of our clients. It is primarily supported by the scope, quality and price of Schwab's services (based on the factors discussed above – see "The Custodian and Broker We Use") and not Schwab's services that benefit only us. We do not believe that maintaining at least $10 million of assets under management at Schwab in order to avoid paying Schwab quarterly service fees presents a material conflict of interest. 18  Unlike Betterment Securities, Schwab does not allow the purchase of fractional shares. Therefore, we may recommend Betterment Securities for smaller accounts that might benefit from the additional diversification that fractional shares can provide. Betterment Securities We are not affiliated with Betterment Securities. As your account custodian, Betterment Securities will hold your assets in a brokerage account and buy and sell securities when we and/or you instruct them to. While we recommend that you use Betterment Securities as custodian/broker, you will decide whether to do so and will open your account with Betterment Securities by entering into an account agreement directly with them. We do not open the account for you, although we may assist you in doing so. If you do not wish to place your assets with Betterment Securities, then we cannot manage your account on Betterment for Advisors (defined below). Your Brokerage and Custody Costs For our clients' accounts that Betterment Securities maintains, Betterment Securities does not charge you separately for custody/brokerage services, but is compensated as part of the Betterment for Advisors (defined below) platform fee, which is charged for a suite of platform services, including custody, brokerage, and sub-advisory services provided by Betterment and access to the Betterment for Advisors platform. The platform fee is an asset-based fee of 0.20% charged as a percentage of assets in your Betterment account. Clients utilizing the Betterment for Advisors platform may pay a higher aggregate fee than if the investment management, brokerage and other platform services are purchased separately. Nonetheless, for those Clients participating in the Betterment for Advisors platform, we have determined that having Betterment Securities execute trades is consistent with our duty to seek "best execution" of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above. Services Available to us via Betterment for Advisors Betterment Securities serves as broker-dealer to Betterment for Advisors, an investment and advice platform serving independent investment advisory firms like us ("Betterment for Advisors"). Betterment for Advisors also makes available various support services which may not be available to Betterment's retail customers. Some of those services help us manage or administer our clients' accounts, while others help us manage and grow our business. Betterment for Advisors' support services are generally available on an unsolicited basis (we don't have to request them) and at no charge to us. Following is a more detailed description of Betterment for Advisors' support services: 1. SERVICES THAT BENEFIT YOU. Betterment for Advisors includes access to a globally diversified, low-cost portfolio of ETFs, execution of securities transactions, and custody of client assets through Betterment Securities. In addition, a series of model portfolios created by third- party providers are also available on the platform. Betterment Securities' services described in this paragraph generally benefit you and your account. 2. SERVICES THAT MAY NOT DIRECTLY BENEFIT YOU. Betterment for Advisors 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, such as software and technology that may: 1. Assist with back-office functions, recordkeeping, and client reporting of our clients' accounts. 2. Provide access to client account data (such as duplicate trade confirmations and account statements). 19  3. Provide pricing and other market data. This language is merely provided as an example, and should not be construed as (and does not constitute) legal advice. The Advisor's own qualified legal counsel and compliance personnel should review and customize any disclosure language to determine if it is appropriate. 3. SERVICES THAT GENERALLY BENEFIT ONLY US. By using Betterment for Advisors, we may also receive other services that are intended to help us manage and further develop our business enterprise. These services include: 1. Consulting (including through webinars) on technology and business needs. 2. Access to publications and conferences on practice management and business succession. Our interest in Betterment Securities' Services The availability of these services from Betterment for Advisors benefits us because we do not have to produce or purchase them. In addition, we do not have to pay for Betterment Securities' services. These services may be contingent upon us committing a certain amount of business to Betterment Securities in assets in custody. We may have an incentive to recommend that you maintain your account with Betterment Securities, based on our interest in receiving Betterment for Advisors and Betterment Securities' services that benefit our business rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a potential conflict of interest. We believe, however, that our selection of Betterment Securities as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Betterment Securities' services and not Betterment for Advisors and Betterment Securities' services that benefit only us or that may not directly benefit you. Betterment for Advisors' Trading Policy When using the Betterment for Advisors platform, we and you are subject to the trading policies and procedures established by Betterment. These policies and procedures limit our ability to control, among other things, the timing of the execution of certain trades (including in response to withdrawals, deposits, or asset allocation changes) within your account. You should not expect that trading on Betterment is instant, and, accordingly, you should be aware that Betterment does not permit you or us to control the specific time during a day that securities are bought or sold in your account (i.e., to "time the market"). Betterment describes its trading policies in Betterment LLC's Form ADV Part 2A. As detailed in that document, Betterment generally trades on the same business day as it receives instructions from you or us. However, transactions will be subject to processing delays in certain circumstances. In particular, orders initiated on non-business days and after markets close generally will not transact until the next business day. Betterment also maintains a general approach of not placing securities orders during approximately the first thirty minutes after the opening of any market session. Betterment also generally stops placing orders arising from allocation changes in existing portfolios approximately thirty minutes before the close of any market session. Betterment continues placing orders associated with deposit and withdrawal requests until market close. Betterment maintains a general approach of not placing orders around the time of scheduled Federal Reserve interest rate announcements. Furthermore, Betterment may delay or manage trading in response to market instability. For further information, consult Betterment LLC's Form ADV Part 2A. Arrangement with Orion Advisor Technology, LLC 20  We have an arrangement with Orion Advisor Technology, LLC. Orion offers an automated portfolio construction tool through the Orion system ("Orion System") known as Orion's Adviser Strategy and Tax Return Optimization tool as further described herein ("ASTRO"). ASTRO provides an automated portfolio construction solution for building tax efficient separately- managed account (SMA) portfolios based on specified risk models. ASTRO gives Investment Adviser the ability to apply tax efficiencies, accommodate legacy stock positions and navigate Environmental, Social, or Governance (ESG) constraints. In addition to ASTRO, the arrangement also includes HiddenLevers Platform. OAT's affiliate, GxWorks, LLC (d/b/a HiddenLevers, "HL"), has developed web-based statistical and analytical modeling tools to assist investment adviser representatives which it makes available through the OAT system, as further described herein (the "HL Platform"). The HL Platform uses statistical analysis and multivariate regression to model the relationships between different securities and levers (economic factors) for scenarios modeling, risk profiling, and portfolio stress testing. You will not pay our firm a higher advisory fee other then what is listed in the Fees and Compensation section of this brochure due to the arrangement with Orion Advisor Technology, LLC. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Directed Brokerage We routinely recommend that you direct our firm to execute transactions through Schwab & Co., Inc., Betterment Securities or Interactive Brokers, LLC. As such, we may be unable to achieve the most favorable execution of your transactions and you may pay higher brokerage commissions than you might otherwise pay through another broker-dealer that offers the same types of services. Not all advisers require their clients to direct brokerage. Block Trades We may combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as "block trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion regarding factual and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. Mutual Fund Share Classes Mutual funds are sold with different share classes, which carry different cost structures. Each available share class is described in the mutual fund's prospectus. When we purchase, or recommend the purchase of, mutual funds for a client, 21  we select the share class that is deemed to be in the client's best interest, taking into consideration the availability of advisory, institutional or retirement plan share classes, initial and ongoing share class costs, transaction costs (if any), tax implications, cost basis and other factors. We also review the mutual funds held in accounts that come under our management to determine whether a more beneficial share class is available, considering cost, tax implications, and the impact of contingent or deferred sales charges. ITEM 13 REVIEW OF ACCOUNTS Portfolio Management Services Martin Erik Lundgren, President of our firm, will monitor your accounts on a continuous basis and will conduct account reviews at least quarterly, or upon your request. The reviews are designed to ensure the advisory services provided to you, and the portfolio mix, are consistent with your stated investment needs and objectives. Additional reviews may be conducted based on various circumstances, including, but not limited to: • contributions and withdrawals, • year-end tax planning, • market moving events, • security specific events, and/or, • changes in your risk/return objectives. We may provide you with additional or regular written reports in conjunction with account reviews at no additional charge. Reports we provide to you will contain relevant account and/or market-related information, such as an inventory of account holdings and account performance. In addition, you will receive trade confirmations and monthly or quarterly statements from your account custodian(s). Financial Planning Services Martin Erik Lundgren will review your financial plan upon your request to ensure that the planning advice and/or asset allocation recommendations made to you are consistent with your investment needs and objectives. Written updates to the financial plan will not be provided unless requested in writing by you in conjunction with the review. Such reviews and updates are included in your flat annual fee or financial planning fee, and are included in the asset-based fee where financial planning forms part of that engagement. For legacy clients engaged on an hourly basis, such reviews and updates will be subject to our hourly rate of $400 per hour. ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION We directly compensate non-employee (outside) consultants, individuals, and/or entities (Solicitors) for client referrals. Before entering into a relationship with a solicitor, our firm will amend Form ADV, including this disclosure brochure) to reflect the active solicitor relationship(s). In order to receive a cash referral fee from our firm, Solicitors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our firm by a Solicitor, you should have 22  received a copy of this brochure along with the Solicitor's disclosure statement at the time of the referral. If you become a client, the Solicitor that referred you to our firm will receive a referral fee upon your signing an advisory agreement with our firm. Referral fees paid to a Solicitor are contingent upon your entering into an advisory agreement with our firm. Therefore, a Solicitor has a financial incentive to recommend our firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our firm for advisory services. Comparable services and/or lower fees may be available through other firms. You will not pay additional fees because of this referral arrangement. Solicitors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our Solicitors disclose to you whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the Solicitor's compensation is less favorable. Solicitors may be subject to registration requirements in the State where the soliciting activity occurs. The State of Washington, for instance, requires solicitors in Washington State to be registered in Washington State. If we engage a solicitor, we will conduct due diligence to confirm that the solicitor is registered in the appropriate jurisdiction(s). We receive a non-economic benefit from Betterment for Advisors and Betterment Securities in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Betterment Securities. These products and services, how they benefit us, and the related conflicts of interest are described above. Refer to (see Item 12— Brokerage Practices). The availability to us of Betterment For Advisors and Betterment Securities' products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. Refer to the Brokerage Practices section above for disclosures on research and other benefits we may receive resulting from our relationship with your account custodian. ITEM 15 CUSTODY We do not take custody of your funds or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. We may have the authority to deduct our advisory fees from your account, but only if you previously consented to such deduction in writing. As paying agent for our firm, your independent custodian will directly debit your account(s) for the payment of our advisory fees when you specifically authorize us to do so. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. Concurrently with sending the fee invoice to the custodian, we will send you a fee invoice that includes the formula used to calculate the fee, the value of the assets under management on which the fee is based, and the time period covered by the fee. You should compare our fee invoice with the statement from your account custodian(s) to reconcile the information contained therein. If you have a question regarding your account statement, or if you did not receive a statement from 23  your custodian, please contact us immediately at the telephone number listed on the cover page of this disclosure brochure. ITEM 16 INVESTMENT DISCRETION Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement, and the appropriate trading authorization forms. You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. You may specify investment objectives, guidelines, and/or impose certain conditions or investment parameters for your account(s). For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specific industry or security. Please refer to the Advisory Business section in this brochure for more information on our discretionary management services. If you enter into non-discretionary arrangements with our firm, we will obtain your approval prior to the execution of any transactions for your account(s). You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. ITEM 17 VOTING CLIENT SECURITIES We vote proxies for securities held in the accounts we manage. We have adopted written proxy voting policies and procedures reasonably designed to ensure that we vote proxies in the best interest of our clients. In general, we vote proxies in the manner we believe is most consistent with our clients’ long-term economic interest. We retain Glass Lewis, an independent proxy advisory firm, and we have adopted its benchmark voting guidelines as our own voting guidelines. Proxies are voted in accordance with the recommendation Glass Lewis produces under those guidelines, rather than through a separate security-by-security determination by our firm. Before adopting those guidelines we reviewed them and determined that voting in accordance with them is consistent with our clients’ best interests, and we review that determination, and Glass Lewis itself, at least annually. Using a third-party proxy advisory firm does not shift our fiduciary responsibility for the votes cast on our clients’ behalf. We may retain a different or additional proxy advisory firm in the future, and we will update this brochure if we do. Glass Lewis has announced that it will discontinue its standard benchmark voting guidelines and move clients to custom voting policies or a choice of voting perspectives, with the transition expected to complete by the 2027 proxy season. Before the first proxy season in which benchmark guidelines are no longer published, we will select and approve the voting policy or framework we will use, determine that it is consistent with our clients’ best interests, and update this brochure to describe it. 24  We will review a matter and determine the vote ourselves before it is cast where: you have directed us how to vote; we identify a material conflict of interest, whether ours or Glass Lewis’s; the issuer has filed additional soliciting material after the recommendation was generated that we believe may be relevant to the vote; we become aware of a factual error, material omission, or methodological weakness in the recommendation; the solicitation relates to a merger, acquisition, contested election of directors, or other extraordinary transaction; or client accounts hold conflicting positions such that a single vote cannot serve all affected clients. You may direct our vote on a particular solicitation by providing written instruction to us sufficiently in advance of the voting deadline. Absent such instruction, we will vote in accordance with our policies and procedures. Where we identify a material conflict of interest between our firm and a client in connection with a proxy — for example, where our firm or a related person has a business or personal relationship with the issuer, or with a proponent of a shareholder proposal — we will address that conflict in accordance with our policies and procedures. Depending on the circumstances, that may mean disclosing the conflict to you and obtaining your direction before voting, abstaining, or voting in accordance with the Glass Lewis recommendation with the conflicted person excluded from the decision. We do not vote proxies for accounts in which you have retained voting authority in writing, for assets held away from our management, or for retirement plan assets where the plan sponsor or another named fiduciary retains voting authority. Elections relating to mergers, tender offers, bankruptcy proceedings and similar corporate events remain your responsibility under your advisory agreement. You may obtain a copy of our proxy voting policies and procedures, and information about how we voted proxies for your account, at any time and at no charge by contacting us at the telephone number on the cover page of this brochure. ITEM 18 FINANCIAL INFORMATION We are not required to provide a balance sheet or other financial information to our clients because we do not require the prepayment of fees in excess of $500 and six months or more in advance; we do not take custody of client funds or securities; and, we do not have a financial condition that is reasonably likely to impair our ability to meet our commitments to you. Moreover, we have never been the subject of a bankruptcy petition. 25