ORBA WEALTH ADVISORS, LLC

Item 1: Cover Page ORBA Wealth Advisors, LLC Form ADV Part 2A Appendix 1 Wrap Fee Program Brochure 455 N. Cityfront Plaza Dr., Suite 1610 Chicago, Illinois 60611 Phone: (312) 670-7474 www.orbawealthadvisors.com August 2025 This Brochure provides information about the qualifications and business practices of ORBA Wealth Advisors, LLC. If you have any questions regarding its content please contact Frank L. Washelesky, Chief Compliance Officer, at (312) 670-7474 or fwashelesky@orbawealthadvisors.com. Additional information about our Firm is also available at www.adviserinfo.sec.gov. 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. We are a registered investment adviser. Please note that use of the term “registered investment advisor” and a description of the Firm and/or our employees as “registered” does not imply a certain level of skill or training. For more information on the qualifications of the Firm and our employees who advise you, we encourage you to review this Brochure and the Brochure Supplement(s).  Item 2: Material Changes In this Item of ORBA Wealth Advisors, LLC (ORBA, ORBA Wealth, or the “Firm,” “we,” “us,” “ours,”) Form ADV 2A Appendix 1 (Wrap Fee Program Brochure), we are required to discuss any material changes that have been made to Form ADV since the last Annual Amendment. Material Changes since the Last Update Since the last Annual Amendment filing on August 23, 2024, the Firm has the following Material Changes to report: • This Form was updated to include information regarding our fiduciary role when providing services to retirement investors and retirement accounts. Please see Item 4: Advisory Business for more information. • This Form was updated to include disclosure of our conflict of interest related to the financial incentive we have in recommending the transfer of retirement plan assets to accounts that we manage. Please see Item 5: Fees and Compensation for more information. • This Form was updated to clarify our proxy voting policies. Please see Item 17: Voting Client Securities for more information. Full Brochure Available Our Brochure is available free of charge on our web site at www.orbawealthadvisors.com, or by contacting Frank L. Washelesky, Chief Compliance Officer of ORBA Wealth Advisors, LLC at (312) 670-7474 or fwashelesky@orbawealthadvisors.com. Additional information about our Firm is also available via the SEC’s web site www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with the Firm who are registered, or are required to be registered, as investment adviser representatives. 2  Item 3: Table of Contents Item 1: Cover Page ........................................................................................................................ 1 Item 2: Material Changes .............................................................................................................. 2 Item 3: Table of Contents .............................................................................................................. 3 Item 4: Services, Fees and Compensation ..................................................................................... 4 Item 5: Account Requirements and Types of Clients ..................................................................... 7 Item 6: Portfolio Manager Selection and Evaluation ..................................................................... 8 Item 7: Client Information Provided to Portfolio Managers ........................................................ 15 Item 8: Client Contact with Portfolio Managers .......................................................................... 16 Item 9: Additional Information ................................................................................................... 17 3  Item 4: Services, Fees and Compensation Description of Services The ORBA Wealth Advisors Wrap Program (the Program) is an investment advisory program sponsored by ORBA Wealth, LLC (ORBA Wealth). The Program provides clients with the ability to trade in certain investment products without incurring separate brokerage commissions or transaction charges. After an analysis of any information provided by the client to ORBA Wealth. ORBA Wealth shall assist the client in developing an appropriate investment strategy for the Program Assets in their Account(s) (the Investment Strategy). Thereafter, all clients are encouraged to discuss their needs, goals, and objectives with ORBA Wealth and to keep ORBA Wealth informed of any changes thereto. ORBA Wealth shall contact clients at least annually to review its previous services and/or recommendations and to determine whether changes should be made to their Investment Strategy. Management of Your Portfolio All clients in the Program shall grant ORBA Wealth discretionary authority to buy, sell, and otherwise trade in the type of securities described in Item 6 (below) for their Account(s) and to liquidate previously- purchased securities that the client has transferred to their Account(s). Program Assets in the client’s Account(s) shall be managed by one of ORBA Wealth’s investment adviser representatives. The Program may recommend that clients authorize the active discretionary management of certain Program Assets by and/or among one or more independent investment managers (Independent Managers) to implement a particular Investment Strategy. The terms and conditions under which the client shall engage the Independent Manager(s) may be set forth in separate written agreements between (1) the client and ORBA Wealth and (2) ORBA Wealth or client and the designated Independent Manager(s). ORBA Wealth shall continue to render advisory services to the client relative to the ongoing monitoring and review of account performance, for which ORBA Wealth shall receive an annual advisory fee which is based upon a percentage of the market value of the Program Assets being managed by the designated Independent Manager(s). Factors that the Registrant shall consider in recommending Independent Manager(s) include the client’s stated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. In addition to ORBA Wealth’s written disclosure statement, the client shall also receive the written disclosure statement of the designated Independent Manager(s). Neither ORBA Wealth nor the client may assign the Program Agreement without the consent of the other party. Transactions that do not result in a change of actual control or management of ORBA Wealth shall not be considered an assignment. 4  Fees for Participation in the Program Clients in the Program pay a single annualized fee for participation in the Program (the Program Fee). ORBA Wealth shall charge an annual fee based upon a percentage of the market value of the assets being managed by ORBA Wealth. ORBA Wealth’s annual fee shall be prorated and charged quarterly, in advance, based upon the market value of the assets being managed by ORBA Wealth on the last day of the previous quarter. The annual fee shall vary (between 0.50% and 2.20%) depending upon the market value of the assets under management. ORBA Wealth, in its sole discretion, may negotiate to charge a lesser management fee based upon certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre- existing client, account retention, pro bono activities, etc.,). Under the Program, clients receive both investment advisory services and the execution of transactions in securities for a single, combined annualized fee, the Program Fee. Participation in the Program may cost the client more or less than purchasing such services separately. The number of transactions made in the client’s Account(s), as well as the commissions charged for each transaction, will determine the relative cost of the Program versus paying for execution on a per transaction basis and paying a separate fee for advisory services. The Program Fee may be higher or lower than fees charged by other sponsors of comparable investment advisory programs. Clients may incur certain charges imposed by third parties in addition to the Program Fee such as fees charged by Independent Managers, charges imposed directly by a mutual fund or exchange traded fund in the account, which shall be disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Fees for Management During Partial Quarters of Service For the initial period of participation in the Program, the Program Fee shall be calculated on a pro rata basis. The Program Agreement between ORBA Wealth and the client will continue in effect until terminated by either party pursuant to the terms of the Program Agreement. The Program Fee shall be prorated through the date of termination and any remaining balance shall be refunded to the client in a timely manner. Additions may be in cash or securities provided that ORBA Wealth reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. ORBA Wealth may consult with its clients about the options and ramifications of transferring securities. However, clients are advised that when transferred securities are liquidated, they are subject to transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax ramifications. 5  If assets are deposited into or withdrawn from an account after the inception of a quarter, the Program Fee with respect to such assets will be prorated based on the number of days remaining in the quarter. 6  Item 5: Account Requirements and Types of Clients The Program is geared toward individuals and their families including high-net-worth individuals, estates, trusts, closely held corporations, corporate pension and profit-sharing plans, charitable institutions, foundations and endowments. Minimums Imposed by Independent Managers ORBA Wealth requires a minimum account of $1,000,000 for investment advisory clients, although this may be negotiable under certain circumstances. ORBA Wealth may group certain related client accounts for the purposes of achieving the minimum account size. Certain Independent Manager(s) may impose more restrictive account requirements and varying billing practices than ORBA Wealth. In such instances, ORBA Wealth may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Manager(s) or wrap program sponsor. 7  Item 6: Portfolio Manager Selection and Evaluation ORBA Wealth acts as the sponsor and portfolio manager to the Program. Certain wrap programs involve the services of multiple parties in these capacities, which may involve additional conflicts of interest that the sponsor would be required to disclose in this section. ORBA Wealth has no disclosures to make under this section related to the selection of portfolio managers. Types of Services Provided by the Firm In addition to the services provided to the Program, ORBA Wealth is an investment adviser providing financial planning and investment advisory services. Prior to engaging ORBA Wealth to provide any of the foregoing investment advisory services, the client will be required to enter into one or more written agreements with ORBA Wealth setting forth the terms and conditions under which ORBA Wealth shall render its services. Asset management services provided outside of the Program will differ only in that clients will pay separate transaction fees which will be charged by the Broker-Dealer directly to the client’s account. ORBA Wealth does not expect the non-wrap management services to materially differ from the services in the Program. It is ORBA Wealth practice to tailor its advisory services to the individual needs of clients. ORBA Wealth will ensure that each client’s investments are suitable for that client and consistent with their investment needs, goals, objectives and risk tolerance as well as any restrictions requested by the client. Clients shall have the ability to impose reasonable restrictions on the management of their account, including the ability to instruct ORBA Wealth not to purchase certain securities or types of securities. Financial Planning ORBA Wealth offers financial, estate, tax and retirement planning services for Investment Advisory clients free of charge. ORBA Wealth representatives will gather financial and other relevant information, discuss the client’s goals, needs and desires and develop a plan specific to the particular situation. ORBA Wealth’s financial planning services may include a comprehensive review of the client’s entire financial situation or be focused on a particular area of need. ORBA Wealth reserves the right, at their discretion, to assess an additional fixed fee for projects related to financial, estate, tax and retirement planning that go beyond the scope discussed with the client at the time of the signing of the advisory agreement. Planning services are based on each client’s situation at the time and on financial and other information disclosed by the client to ORBA Wealth. Clients are advised that certain financial assumptions about their situation may be made including but not limited to interest and inflation rates, expected rates of return on investments, and individual health and longevity. 8  ORBA Wealth will make every attempt to identify potential problem areas and factors that can significantly impact the plan when advising our clients and help them plan accordingly. However, ORBA Wealth cannot offer any guarantees or promises that a client’s financial goals or objectives will be achieved, and past performance is in no way an indication of future performance. Implementation of ORBA Wealth’s planning recommendations is entirely at the client’s discretion. ORBA Wealth is available to implement plan recommendations through its Investment Advisory Services program. In addition, clients may need the services of other professionals such as attorneys, insurance professionals and accountants. Investment Advisory Services ORBA Wealth assists its clients in determining and implementing an investment strategy appropriate to them. Its services are based on the formal financial planning provided, as discussed above, or through more informal but detailed analysis of the client’s financial situation, goals, objectives and concerns. ORBA Wealth will assist clients in developing a strategic asset allocation plan consistent with the client’s time horizon, risk tolerance and targeted rate of return. ORBA Wealth will recommend, purchase and actively monitor the investment portfolio utilizing different investment types and strategies to facilitate reaching the client’s plan objectives. To implement this approach, the Investment Advisor Representative may use mutual funds, exchange traded funds, third party managers, individual securities or other investment vehicles deemed appropriate. Clients may impose restrictions on investing in certain securities or types of securities. ORBA Wealth provides regular Portfolio Reviews that include a comparison of actual allocations to the target portfolio allocations, performance analysis and comparison to appropriate benchmarks, and most importantly, discussion with the client about any changes to their overall financial and personal situation, goals and desires. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Referrals to Third Party Money Managers ORBA Wealth may refer clients to third party money managers for the individual management of client accounts. As part of this process, ORBA Wealth assists clients in identifying an appropriate third-party money manager. ORBA Wealth performs ongoing reviews of the management of each client account. In order to assist clients in the selection of a third-party money manager, ORBA Wealth typically gather information from the client about their financial situation, investment objectives, and reasonable restrictions they can impose on the management of the account, which are often very limited. It is important to note that ORBA Wealth does not offer advice on any specific securities or other investments in connection with this service. Investment advice and trading of securities is only offered by or through the third-party money managers to clients. 9  ORBA Wealth periodically review third party money managers’ reports provided to the client, but no less often than on an annual basis. ORBA Wealth contact the clients from time to time in order to review their financial situation and objectives; communicate information to third party money managers as warranted; and assist the client in understanding and evaluating the services provided by the third-party money manager. The client will be expected to notify us of any changes in his/her financial situation, investment objectives, or account restrictions that could affect their account. The client may also directly contact the third-party money manager managing the account or sponsoring the program. Portfolio Management Services through LPL Financial When appropriate ORBA Wealth has the ability to provide advisory services through certain programs sponsored by LPL Financial LLC (LPL). Below is a brief description of each LPL advisory program available to ORBA Wealth. Annualized fees for participation in LPL advisory programs vary up to maximum of 2.5%. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the potential conflicts of interest presented by the programs please see the LPL Form ADV Part 2 or the applicable LPL program’s Wrap Fee Program Brochure and the applicable LPL client agreement. Manager Access Select Program Manager Access Select provides clients access to the investment advisory services of professional portfolio management firms for the individual management of client accounts. Advisor will assist client in identifying a third-party portfolio manager (Portfolio Manager) from a list of Portfolio Managers made available by LPL. The Portfolio Manager manages client’s assets on a discretionary basis. Advisor will provide initial and ongoing assistance regarding the Portfolio Manager selection process. Optimum Market Portfolios Program (OMP) OMP offers clients the ability to participate in a professionally managed asset allocation program using Optimum Funds shares. Under OMP, client will authorize LPL on a discretionary basis to purchase and sell Optimum Funds pursuant to investment objectives chosen by the client. Advisor will assist the client in determining the suitability of OMP for the client and assist the client in setting an appropriate investment objective. Advisor will have discretion to select a mutual fund asset allocation portfolio designed by LPL consistent with the client’s investment objective. LPL will have discretion to purchase and sell Optimum Funds pursuant to the portfolio selected for the client. LPL will also have authority to rebalance the account. Model Wealth Portfolios Program (MWP) MWP offers clients a professionally managed mutual fund asset allocation program. [Advisor] will obtain the necessary financial data from the client, assist the client in determining the suitability of the MWP program and assist the client in setting an appropriate investment objective. The Advisor will initiate the steps necessary to open an MWP account and have discretion to select a model portfolio designed by LPL’s Research Department consistent with 10  the client’s stated investment objective. LPL’s Research Department or third-party portfolio strategists are responsible for selecting the mutual funds or ETFs within a model portfolio and for making changes to the mutual funds or ETFs selected. The client will authorize LPL to act on a discretionary basis to purchase and sell mutual funds and ETFs and to liquidate previously purchased securities. The client will also authorize LPL to effect rebalancing for MWP accounts. Small Market Solution (SMS) Program Under SMS, LPL Research (a team of investment professionals within LPL) creates and maintains a series of different investment menus (“Investment Menus”) consisting of a mix of different asset classes and investment vehicles (“investment options”) for clients that sponsor and maintain participant-directed defined contribution plans (“Plan Sponsors”). The Plan Sponsor is responsible for selecting the Investment Menu that it believes is appropriate based on the demographics and other characteristics of the Plan and its participants. LPL Research is responsible for the selection and monitoring of the investment options made available through Investment Menus (“Fiduciary Selection Services”). The investment options that are offered through SMS are limited to the specific investments available through the record keeper that the Plan Sponsor selects. The Plan Sponsor may only select an Investment Menu in its entirety and does not have the option to remove or substitute an investment option. If the Plan is subject to ERISA, LPL will be a “fiduciary” and serve as “investment manager” (as that term is defined in section 3(38) of ERISA) in connection with the Fiduciary Selection Services. None of the services offered under SMS other than the Fiduciary Selection Services will constitute “investment advice” under 3(21)(A)(ii) of ERISA, or otherwise cause LPL or [Advisor] to be deemed a fiduciary. In addition to the Fiduciary Selection Services, Plan Sponsor may also select from a number of non-fiduciary consulting services available under SMS that are provided by [Advisor]. These consulting services may include, but are not limited to general education, and support regarding the Plan and the investment options selected by Plan Sponsor; assistance regarding the selection of, and ongoing relationship management for, record keepers and other third- party vendors; Plan participant enrollment support; and participant-level education regarding investment in the Plan. These consulting services do not include any individualized investment advice to the Plan Sponsor or Plan participants with respect to Plan assets, and LPL and our Firm do not act as fiduciaries under ERISA in providing such consulting services. Sponsor and Manager of Wrap Program We offer wrap fee programs as further described in Part 2A, Appendix 1 (the “Wrap Fee Program Brochure”) of our Brochure. Our wrap fee and non-wrap fee accounts are managed on an individualized basis according to the client’s investment objectives, financial goals, risk tolerance, etc. We do not manage wrap fee accounts in a different fashion than non-wrap fee accounts. As further described in our Wrap Fee Program Brochure, we receive a portion of the wrap fee for our services. 11  Performance Based Fees ORBA Wealth does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client). Methods of Analysis and Investment Strategies ORBA Wealth adheres to an investment strategy based on the science of investing developed over decades of academic research and institutional application. Our actions are focused on the following factors that have a high correlation in creating a successful investment strategy. Diversification – using different Asset Classes (e.g., Equity and Bond) and different classifications within them. Equity classes could include large capitalization companies, small capitalization companies, international companies, emerging markets, real estate and others. Bonds could be comprised of corporate, government (taxable and tax-free), international and emerging markets. Minimizing fees and transaction costs when possible. Maximizing after-tax returns when possible. Through ORBA Wealth’s formal and informal financial and investment planning, ORBA Wealth helps its clients determine the appropriate level of risk and expected return to meet their financial goals. Clients, with assistance of their investment adviser representative, will provide information regarding their financial history, goals, objectives, and financial concerns. Upon receipt and analysis of a client’s information, the investment adviser representative and client will determine an appropriate investment strategy and allocation (“Target Portfolio Allocation”). A client’s portfolio may be invested similar to, or different from, other clients with the same or similar objectives. Exceptions are made for considerations such as tax sensitivity, concentrated stock positions, outside holdings and ethical or religious preferences. Portfolios will be diversified according to the asset class percentages indicated in the selected Target Portfolio Allocation. The client and investment adviser representative may choose to exclude certain asset classes from a portfolio or otherwise adjust the Target Portfolio Allocation. Target Portfolio Allocations may be adjusted depending on market conditions and/or client profile. Specific portfolio holdings may be increased, decreased, eliminated or added based on our ongoing due diligence process, typically limiting any single holding to 15% or less of total holdings. ORBA Wealth, generally, does not time the market in making major shifts to the Target Portfolio Allocations. The investments used may include mutual funds, ETFs, the stock of domestic large and small companies, international and emerging market equities, real estate investment trusts, 12  government and corporate bonds, bank certificates of deposit, commodities and any other investments as appropriate to enable the client to reach their investment objectives. Differing returns among the various asset classes could result in the asset classes becoming over or underrepresented relative to the selected Target Portfolio Allocation. Rebalancing is the process of adjusting any over or underrepresented funds within the asset classes back to the Target Portfolio Allocation percentages. Rebalancing may consist of buying or selling portfolio holdings and/or utilizing additional deposits to maintain the Target Portfolio Allocation. Market conditions, client profile, income taxes and trading costs will also be taken into consideration, and portfolios will be rebalanced as appropriate. Investing in securities involves risk of loss that clients should be prepared to bear. All investments present the risk of loss of principal – which means the investments may be worth less when sold than the price paid for the securities. There is also the risk of losing purchasing power - which means the rate of appreciation of the investment is less than the rate of inflation. Other risks include: • Market Risk. The risk that stock fund or bond fund prices overall will decline over short or even extended periods. Stock and bond markets tend to move in cycles, with periods when prices rise and other periods when prices fall. • Portfolio Risk. The risk that a manager’s investment strategies or choice of specific securities may be unsuccessful and may cause the portfolio to incur losses. • Principal Risk. The possibility that an investment will go down in value, or “lose money,” from the original or invested amount. • Credit Risk. The possibility that a bond issuer will fail to repay interest and principal in a • • timely manner. Also called default risk. Industry Risk. The possibility that a group of stocks in a single industry will decline in price due to developments in that industry. Interest Rate Risk. The possibility that a bond fund will decline in value because of an increase in interest rates. • Non-U.S. Securities Risk. Non-U.S. Securities are subject to the risks of foreign currency fluctuations, generally higher volatility and lower liquidity than U.S. securities, less developed securities markets and economic systems and political and economic instability. • Currency Risk. The value of your portfolio’s investments may fall as a result of changes in exchange rates. • Cybersecurity Risk. A breach in cyber security refers to both intentional and unintentional events that may cause an account to lose proprietary information, suffer data corruption, or lose operational capacity. This in turn could cause an account to incur regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures, and/or financial loss. • Pandemic Risk. Large-scale outbreaks of infectious disease can greatly increase morbidity and mortality over a wide geographic area, crossing international boundaries, and causing significant economic, social, and political disruption. 13  • Custodial Risk: This risk is the probability that a party to a transaction will be unable or unwilling to fulfill its contractual obligations either due to technological errors, control failures, malfeasance, or potential regulatory liabilities. Each type of investment has unique risk characteristics which must be considered before investing. These risks could include loss of value, loss of purchasing power and the ability to convert the investment quickly to cash. More information about the risks of any specific investment should be discussed with your Investment Advisor Representative before investing. ORBA Wealth does not warrant, nor should it be inferred that the services or methods of analysis used can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to major market corrections or crashes. Past performance is no indication of future performance. No guarantees can be offered that client goals or objectives will be achieved. Further, no promises or assumptions can be made that the advisory services offered or ORBA Wealth’s investment adviser representatives will provide a better return than other investment strategies. Therefore, client participation in any of the investment advisory services recommended by ORBA Wealth requires that clients be prepared to bear the risk of loss as well as fluctuations in the value of your accounts. More information about the risks of any specific investment should be discussed with your Investment Advisor Representative before investing. Proxy Voting We vote proxies for securities over which we maintain discretionary authority. Our utmost concern is that all decisions be made solely in the client's best interest. We will act in a prudent and diligent manner intended to enhance the economic value of the assets of the client’s portfolio. Although many proxy proposals can be voted in accordance with our established guidelines, we recognize that some proposals require special consideration, which may dictate that we make an exception to the guidelines. Clients may direct our vote; however, direction must be received in writing. Clients may contact us for information about proxy voting. 14  Item 7: Client Information Provided to Portfolio Managers ORBA Wealth acts as the sponsor and portfolio manager to the Program. Certain wrap programs involve the services of multiple parties in these capacities. In those circumstances, the sponsor is required to disclose how and what type of information about the client that it provides to portfolio managers. ORBA Wealth has no disclosures to make under this section. 15  Item 8: Client Contact with Portfolio Managers There are no restrictions on a client’s ability to contact and consult with ORBA Wealth. Clients may contact Independent Managers through ORBA Wealth by providing ORBA Wealth with a written request and identification of the questions or issues to be discussed with the Independent Manager(s). After receiving the client’s written request ORBA Wealth shall, at its sole discretion, contact the Independent Manager(s) for the client or arrange for the Independent Manager(s) and the client to communicate directly. 16  Item 9: Additional Information Disciplinary Information We are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the Firm or the integrity of our management. There is no reportable disciplinary information required to be disclosed for the Firm or our management. Other Financial Industry Activities and Affiliations (Form ADV part 2A Item – 10) Broker/Dealer and Registered Representatives The Firm is not registered as a broker-dealer. Some of our investment adviser representatives are registered as registered representatives of LPL, an unaffiliated SEC registered broker-dealer and FINRA member, and some of our advisors may not be registered representatives. Accountants/Accounting Firm As noted earlier, we are a fully owned subsidiary of Ostrow Reisin Berk & Abrams, Ltd., (ORBA), a public accounting firm. ORBA is one of the largest independent public accounting firms in Chicago, Illinois and has been in business since 1977. ORBA provides tax, accounting and consulting services primarily to closely held businesses, high net worth individuals, trusts and estates, and non-profit entities. In addition to ORBA Wealth being a subsidiary of ORBA, ORBA has the following other wholly owned subsidiary companies: • ORBA Cloud Services, LLC, an entity that provides internal accounting services to clients via cloud-based technology; • ORBA Insurance Services, LLC, an entity that provides life and health insurance planning and product on a commission basis; and • Next Plateau Consulting, LLC, an entity that provides business valuation and consulting services. Clients are advised that fees for accounting services are in addition to fees paid for advisory services. Clients to whom advisory services are provided are frequently clients that also might be receiving accounting services. ORBA is authorized to provide and be compensated for facilities, office and administrative support provided to ORBA Wealth. Certain Investment Advisory Representatives of ORBA Wealth are also employees of ORBA or its other subsidiaries and may offer various accounting, tax and consulting services for a fee. Frank L. Washelesky, Chief Compliance Officer of ORBA Wealth, is an owner and director of ORBA and an investment adviser representative of ORBA Wealth. He is also the President of Next Consulting, LLC. 17  Lawyer or Law Firm Certain officers, employees, and investment adviser representatives (IARs) of our firm hold Juris Doctor (JD) degrees. However, a JD degree alone does not confer the right to practice law, and these individuals do not actively engage in the practice of law outside of their roles at the Firm. Insurance Sales With respect to providing financial planning services, our professionals may recommend insurance products offered by such carriers for whom they function as an agent and receive a commission for doing so. There is a potential conflict of interest in that there is an economic incentive to recommend insurance and other investment products of such carriers. We strive to put our clients’ interests first and foremost. Other than for insurance products that require a securities license, such as variable insurance products, clients may utilize any insurance carrier or insurance agency they desire. For products requiring a securities and insurance license, clients may be limited to those insurance carriers that have a selling agreement with our employing broker-dealer. Clients are advised that fees for accounting services are in addition to fees paid for advisory services. Clients to whom advisory services are provided are frequently clients that also might be receiving accounting services. ORBA is authorized to provide and be compensated for facilities, office and administrative support for the Firm. Other Investment Advisors Some of our investment adviser representatives are registered as investment adviser representatives of Steven H. Lewis P.C., an unaffiliated Illinois state registered investment advisor. As described in Item 4, we may select other investment advisors for our clients and may receive compensation from those advisors. Code of Ethics, Participation or Interest in Client Transactions and Principal/Agency Cross Trades (Form ADV Part 2A Item – 11) We have adopted a Code of Ethics for all our supervised persons describing our high standard of business conduct, and fiduciary duty to our clients. The Code of Ethics includes provisions relating to the confidentiality of client information, and standard of conduct in order to comply with federal security laws, among other things. All supervised persons at ORBA Wealth must acknowledge the terms of the Code of Ethics annually, or as amended. Investment adviser representatives and employees of ORBA Wealth may trade for their own accounts in securities which are recommended to and/or purchased for Our clients. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of the Firm does not interfere with: • Making decisions in the best interest of advisory clients; and 18  • Implementing such decisions while, at the same time, allowing employees to invest for their own accounts. The Code requires pre-clearance of certain transactions and restricts trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code of Ethics, to reasonably prevent conflicts of interest between our employees and our clients. Our employees must acknowledge the terms of the Code at least Annually, and any employee not in compliance with the Code may be subject to termination. We will provide a copy of our Code upon request. Participation or Interest in Client Transactions and Principal/Agency Cross Trades We do not recommend any securities to clients in which we have a material financial interest. “Cross trading” refers to the practice of buying and selling securities between advisory accounts or between the Firm (acting as principal or agent) and advisory accounts, rather than buying and selling securities in the market. The Firm does not engage in principal or agency cross trading and does cross trade between client accounts. Personal Trading Practices Both the Firm and our employees may invest in the same securities at the same time as the securities recommended clients. Since we are not a market maker for any security, we do not consider this practice to conflict with the interests of clients. Review of Accounts (Form ADV Part 2A Item – 13) Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Client accounts are reviewed in the first instance by the investment adviser representative servicing the client relationship. Such professionals are subject to the general authority of our Managing Member, who will periodically review accounts. The frequency of reviews is determined based on the client’s investment objectives, but reviews are conducted no less frequently than quarterly. More frequent reviews may also be triggered by a change in the client’s investment objectives, tax considerations, large deposits or withdrawals, large purchases or sales, loss of confidence in the underlying investment, or changes in macro- economic climate. LPL may periodically furnish certain alerts, notifications or reports, identifying certain trade activity; we review such reports and, where warranted, will address a report’s content with the investment adviser representative responsible for the relevant account. We generally review a trade blotter listing daily trades effected in client accounts. Financial planning clients receive their financial plans and recommendations at the time service is completed. ORBA Wealth may 19  review the plan on an as-needed basis if there have been material changes in the client’s financial objectives and/or financial situation. Review of Client Accounts on Non-Periodic Basis We may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how we formulate investment advice. Reports and Frequency The client’s independent custodian provides account statements directly to the client no less frequently than quarterly. The custodian’s statement is the official record of the client’s securities account and supersedes any statements or reports created on behalf of our clients. Client Referrals and Other Compensation (Form ADV Part 2A Item – 14) Economic Benefits Provided to the Advisory Firm from Non-Clients Certain of our investment adviser representatives, in their individual capacities, are licensed insurance agents, and may recommend the purchase of certain insurance-related products on a commission basis. These individuals, on average, spend less than 2% of their time selling insurance products. The recommendation by the Firm’s investment adviser representatives presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend insurance products based on commissions received, rather than on the client’s need. The client is not under any obligation to purchase these products. Our investment adviser representatives who are also owners or employees of ORBA will receive compensation from the accounting firm. Compensation – Client Referrals We have been fortunate to receive many client referrals over the years. The referrals came from current clients, estate planning attorneys, accountants, employees, personal friends of employees, and other similar sources. We do not compensate referring parties for these referrals. Financial Information (Form ADV Part 2A Item – 18) We have no financial commitments that impair our ability to meet contractual and fiduciary commitments to clients and we have not been the subject of a bankruptcy proceeding. We do not require prepayment of fees of both more than $1,200 per client, and more than six months in advance; and therefore, we are not required to provide a balance sheet to clients. 20 

Item 1: Cover Page ORBA Wealth Advisors, LLC Form ADV Part 2A Investment Adviser Brochure 455 N. Cityfront Plaza Dr., Suite 1610 Chicago, Illinois 60611 Phone: (312) 670-7444 www.orbawealthadvisors.com August 2025 This Brochure provides information about the qualifications and business practices of ORBA Wealth Advisors, LLC. If you have any questions regarding its content please contact Frank L. Washelesky, Chief Compliance Officer, at (312) 670-7444 or fwashelesky@orbawealthadvisors.com. Additional information about our Firm is also available at www.adviserinfo.sec.gov. 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. We are a registered investment adviser. Please note that use of the term “registered investment advisor” and a description of the Firm and/or our employees as “registered” does not imply a certain level of skill or training. For more information on the qualifications of the Firm and our employees who advise you, we encourage you to review this Brochure and the Brochure Supplement(s).  Item 2: Summary of Material Changes In this Item of ORBA Wealth Advisors, LLC (ORBA, ORBA Wealth or the “Firm,” “we,” “us,” “ours,”) Form ADV 2A, we are required to discuss any material changes that have been made to Form ADV since the last Annual Amendment. Material Changes since the Last Update Since the last Annual Amendment filing on August 23, 2024, the Firm has the following Material Changes to report: • This Form was updated to include information regarding our fiduciary role when providing services to retirement investors and retirement accounts. Please see Item 4: Advisory Business for more information. • This Form was updated to include disclosure of our conflict of interest related to the financial incentive we have in recommending the transfer of retirement plan assets to accounts that we manage. Please see Item 5: Fees and Compensation for more information. • This Form was updated to clarify our proxy voting policies. Please see Item 17: Voting Client Securities for more information. Full Brochure Available Our Brochure is available free of charge on our web site at www.orbawealthadvisors.com, or by contacting Frank L. Washelesky, Chief Compliance Officer of ORBA Wealth Advisors, LLC at (312) 670-7444 or fwashelesky@orbawealthadvisors.com. Additional information about our Firm is also available via the SEC’s web site www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with the Firm who are registered, or are required to be registered, as investment adviser representatives. 2  Item 3: Table of Contents Item 1: Cover Page ........................................................................................................................ 1 Item 2: Summary of Material Changes .......................................................................................... 2 Item 3: Table of Contents .............................................................................................................. 3 Item 4: Advisory Business ............................................................................................................. 4 Item 5: Fees and Compensation .................................................................................................... 9 Item 6: Performance-Based Fees and Side-By-Side Management .............................................. 14 Item 7: Types of Clients ............................................................................................................... 15 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ......................................... 16 Item 9: Disciplinary Information.................................................................................................. 19 Item 10: Other Financial Industry Activities and Affiliations ....................................................... 20 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .. 22 Item 12: Brokerage Practices ...................................................................................................... 23 Item 13: Review of Accounts ....................................................................................................... 27 Item 14: Client Referrals and Other Compensation .................................................................... 28 Item 15: Custody ......................................................................................................................... 29 Item 16: Investment Discretion ................................................................................................... 30 Item 17: Voting Client Securities ................................................................................................. 31 Item 18: Financial Information .................................................................................................... 32 3  Item 4: Advisory Business Principal Owners ORBA Wealth Advisors, LLC (“ORBA”) is a limited liability company formed in 2018, in the State of Illinois and registered as an adviser in 2018. Our principal owner is Ostrow Reisin Berk & Abrams, Ltd, (“ORBA”), an accounting firm doing business in Chicago since 1977. Firm Description and Types of Advisory Services We are a registered investment adviser offering financial planning and investment advisory services to individuals and other entities including trusts, retirement plans, and not-for-profit entities. These services are described in greater detail below. Types of Advisory Services Financial Planning We offer financial, estate, tax and retirement planning services for our Investment Advisory clients free of charge. We will gather financial and other relevant information, discuss the client’s goals, needs and desires and develop a plan specific to the particular situation. Our financial planning services may include a comprehensive review of the client’s entire financial situation or be focused on a particular area of need. We reserve the right, at our discretion, to assess an additional fixed fee for projects related to financial, estate, tax and retirement planning that go beyond the scope discussed with the client at the time of the signing of the advisory agreement. Planning services are based on each client’s situation at the time and on financial and other information disclosed by the client. Clients are advised that certain financial assumptions about their situation may be made including but not limited to interest and inflation rates, expected rates of return on investments, and individual health and longevity. We will make every attempt to identify potential problem areas and factors that can significantly impact the plan when advising our clients and help them plan accordingly. However, we cannot offer any guarantees or promises that a client’s financial goals or objectives will be achieved, and past performance is in no way an indication of future performance. Implementation of our planning recommendations is entirely at the client’s discretion. We are available to implement plan recommendations through our Investment Advisory Services program. In addition, clients may need the services of other professionals such as attorneys, insurance professionals and accountants. Investment Advisory Services We assist our clients in determining and implementing an investment strategy appropriate to them. Our services are based on the formal financial planning provided, as discussed above, or through more informal but detailed analysis of the client’s financial situation, goals, objectives and concerns. We will assist clients in developing a strategic asset allocation plan consistent with the client’s time horizon, risk tolerance and targeted rate of return. Based on the criteria noted above, we recommend, purchase and actively monitor the investment portfolio utilizing different investment types and strategies to facilitate reaching the client’s plan objectives. To implement this approach, the Investment Advisor Representative 4  may use mutual funds, exchange traded funds, third party managers, individual securities or other investment vehicles deemed appropriate. Clients may impose restrictions on investing in certain securities or types of securities. We provide regular Portfolio Reviews that may include a comparison of actual allocations to the target portfolio allocations, performance analysis and comparison to appropriate benchmarks, and most importantly, discussion with the client about any changes to their overall financial and personal situation, goals and desires. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Referrals to Third Party Money Managers We may refer clients to third party money managers for the individual management of client accounts. As part of this process, we assist clients in identifying an appropriate third-party money manager. We perform ongoing reviews of the management of each client account. In order to assist clients in the selection of a third-party money manager, we typically gather information from clients about their financial situation, investment objectives, and reasonable restrictions they can impose on the management of the account, which are often very limited. It is important to note that we do not offer advice on any specific securities or other investments in connection with this service. Investment advice and trading of securities is only offered by or through the third-party money managers to clients. We periodically review third party money managers’ reports provided to the client, but no less often than on an annual basis. We contact clients from time to time in order to review their financial situation and objectives; communicate information to third party money managers as warranted; and assist the client in understanding and evaluating the services provided by the third-party money manager. The client will be expected to notify us of any changes in his/her financial situation, investment objectives, or account restrictions that could affect their account. The client may also directly contact the third-party money manager managing the account or sponsoring the program. Portfolio Management Services through LPL Financial When appropriate we have the ability to provide advisory services through certain programs sponsored by LPL Financial, LLC (“LPL”). Below is a brief description of each LPL advisory program available to us. Annualized fees for participation in LPL advisory programs vary up to maximum of 2.5%. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the potential conflicts of interest presented by the programs please see the LPL Form ADV Part 2 or the applicable LPL program’s Wrap Fee Program Brochure and the applicable LPL client agreement. Manager Access Select Program (MAN) MAN provides clients access to the investment advisory services of professional portfolio management firms for the individual management of client accounts. Advisor will assist client in identifying a third-party portfolio manager (Portfolio Manager) from a list of Portfolio Managers made available by LPL. The Portfolio Manager manages client’s assets on a discretionary basis. Advisor will provide initial and ongoing assistance regarding the Portfolio Manager selection process. 5  Optimum Market Portfolios Program (OMP) OMP offers clients the ability to participate in a professionally managed asset allocation program using Optimum Funds shares. Under OMP, client will authorize LPL on a discretionary basis to purchase and sell Optimum Funds pursuant to investment objectives chosen by the client. Advisor will assist the client in determining the suitability of OMP for the client and assist the client in setting an appropriate investment objective. Advisor will have discretion to select a mutual fund asset allocation portfolio designed by LPL consistent with the client’s investment objective. LPL will have discretion to purchase and sell Optimum Funds pursuant to the portfolio selected for the client. LPL will also have authority to rebalance the account. Model Wealth Portfolios Program (MWP) MWP offers clients a professionally managed mutual fund asset allocation program. [Advisor] will obtain the necessary financial data from the client, assist the client in determining the suitability of the MWP program and assist the client in setting an appropriate investment objective. The Advisor will initiate the steps necessary to open an MWP account and have discretion to select a model portfolio designed by LPLs’ Research Department consistent with the client’s stated investment objective. LPLs’ Research Department or third-party portfolio strategists are responsible for selecting the mutual funds or ETFs within a model portfolio and for making changes to the mutual funds or ETFs selected. The client will authorize LPL to act on a discretionary basis to purchase and sell mutual funds and ETFs and to liquidate previously purchased securities. The client will also authorize LPL to effect rebalancing for MWP accounts. Advisory Services to Retirement Plans and Plan Participants; Small Market Solution (SMS) Program Under SMS, the LPL Research (a team of investment professionals within LPL) creates and maintains a series of different investment menus (“Investment Menus”) consisting of a mix of different asset classes and investment vehicles (“investment options”) for clients that sponsor and maintain participant-directed defined contribution plans (“Plan Sponsors”). The Plan Sponsor is responsible for selecting the Investment Menu that it believes is appropriate based on the demographics and other characteristics of the Plan and its participants. LPL Research is responsible for the selection and monitoring of the investment options made available through Investment Menus (“Fiduciary Selection Services”). The investment options that are offered through SMS are limited to the specific investments available through the record keeper that the Plan Sponsor selects. The Plan Sponsor may only select an Investment Menu in its entirety and does not have the option to remove or substitute an investment option. If the Plan is subject to ERISA, LPL will be a “fiduciary” and serve as “investment manager” (as that term is defined in section 3(38) of ERISA) in connection with the Fiduciary Selection Services. None of the services offered under SMS other than the Fiduciary Selection Services will constitute “investment advice” under 3(21)(A)(ii) of ERISA, or otherwise cause LPL or the Firm to be deemed a fiduciary. In addition to the Fiduciary Selection Services, Plan Sponsor may also select from a number of non-fiduciary consulting services available under SMS that are provided by the Firm. These consulting services may include, but are not limited to general education, and support 6  regarding the Plan and the investment options selected by Plan Sponsor; assistance regarding the selection of, and ongoing relationship management for, record keepers and other third- party vendors; Plan participant enrollment support; and participant-level education regarding investment in the Plan. These consulting services do not include any individualized investment advice to the Plan Sponsor or Plan participants with respect to Plan assets, and LPL and the Firm do not act as fiduciaries under ERISA in providing such consulting services. Tailored Relationships We tailor investment advisory services to the individual needs of the client. Our clients can impose restrictions on the investments in their account. We may accept any reasonable limitation or restriction to discretionary authority on the account placed by the client. All limitations and restrictions placed on accounts must be presented to us in writing. Sponsor and Manager of Wrap Program We offer the ORBA Wealth Wrap Fee Program (“Program”) as further described in Part 2A, Appendix 1 (the “Wrap Fee Program Brochure”) of our Brochure. Our wrap fee and non-wrap fee accounts are managed on an individualized basis according to the client’s investment objectives, financial goals, risk tolerance, etc. We do not manage wrap fee accounts in a different fashion than non-wrap fee accounts. As further described in our Wrap Fee Program Brochure, we receive a portion of the wrap fee for our services. Fiduciary Statement We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act, (“ERISA”) and/or the Internal Revenue Code, (“IRC”), as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. We must take into consideration each client’s objectives and act in the best interests of the client. We are prohibited from engaging in any activity that is in conflict with the interests of the client. We have the following responsibilities when working with a client: • To render impartial advice; • To make appropriate recommendations based on the client’s needs, financial circumstances, and investment objectives; • To exercise a high degree of care and diligence to ensure that information is presented in an accurate manner and not in a way to mislead; • To have a reasonable basis, information, and understanding of the facts in order to provide appropriate recommendations and representations; • Disclose any material conflict of interest in writing; and • Treat clients fairly and equitably. Regulations prohibit us from: • Employing any device, scheme, or artifice to defraud a client; 7  • Making any untrue statement of a material fact to a client or omitting to state a material fact when communicating with a client; • Engaging in any act, practice, or course of business which operates or would operate as fraud or deceit upon a client; or • Engaging in any manipulative act or practice with a client. We will act with competence, dignity, integrity, and in an ethical manner, when working with clients. We will use reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, trading, promoting our services, and engaging in other professional activities. Client Assets As of May 31, 2025, we managed $136,895,601 in assets under management; $133,749,227 on a discretionary basis and $3,146,374 on a non-discretionary basis. 8  Item 5: Fees and Compensation Financial Planning We offer financial planning services as part of our Investment Advisory Services. These services are free of charge for Investment Advisory clients. We reserve the right to assess an additional fixed fee for highly complex and/or time-consuming financial planning projects. Any additional fees will be agreed to, in writing, by us and by the client. Additional fixed fees generally range between $500 and $25,000. The fixed fee charge is based on a number of factors, including the scope of the engagement, the nature, amount, and complexity of the services and asset involved. The fixed fee is payable one-half upon execution of the agreement with the balance due at the time of the presentation of the plan, unless otherwise negotiated with the client. We do not require or solicit payment of fees in excess of $1,200 more than six months in advance of services rendered. Financial planning fees are negotiable. Our ability to negotiate the fee may result in some clients paying more for the same financial planning services than other clients receiving the same services. Either party may terminate the signed advisory agreement and any other agreement entered into related to financial planning at any time by providing 14 days written notice to the other. If we receive notice of termination, it will process a pro-rata refund of the unearned portion of any fixed advisory fees charged in advance at the beginning of the quarter. Clients will be charged on a pro-rata basis, considering work completed by us on the client’s behalf. Clients will incur charges for financial planning services rendered up to the point of termination and such fees will be due and payable at the time of termination. Investment Advisory Services and Portfolio Management Services Through LPL Financial Annual fees for portfolio management and advisory services are based upon a percentage of the fair market value of the assets being managed. Fees are negotiable. The rate schedule below illustrates the maximum annual rates we would charge for these services. 1.50% 1.25% 1.00% 0.85% Negotiable First $1,000,000 Next $2,000,000 Next $2,000,000 Next $5,000,000 Over $10,000,000 Calculation and Payment of Fees; Terms Unless other arrangements have been made, advisory fees will be charged to, and collected directly from, the client’s account, on a quarterly basis, in accordance with the Investment Advisory Agreement. Advisory fees will be charged, in advance, to and collected directly from the account at the beginning of the quarter and will be based on the value of the portfolio as of the last business day of the previous quarter. In accordance with the terms of the advisory agreement, a client’s relationship with us may be canceled at any time, by either party, for any reason upon receipt of 14 days’ written notice. 9  Accounts initiated or terminated during a calendar quarter will be charged a prorated fee. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable. Fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Other Compensation As disclosed in Item 10, certain of our management persons are Registered Representatives of a broker dealer, LPL. As Registered Representatives, these individuals accept compensation for the sale of securities and other investment products. This practice may present a conflict of interest and gives registered representatives an incentive to recommend investment products based on the compensation received rather than on a client’s needs. Clients have the option to purchase investment products that the firm recommends through other brokerage or agents that are not affiliated with the firm. Commissions and other sales-related compensation are not our primary compensation. Cash Balances Some of your assets may be held as cash and remain uninvested. Holding a portion of your assets in cash and cash alternatives, i.e., money market fund shares, may be based on your desire to have an allocation to cash as an asset class, to support a phased market entrance strategy, to facilitate transaction execution, to have available funds for withdrawal needs or to pay fees or to provide for asset protection during periods of volatile market conditions. Your cash and cash equivalents will be subject to our investment advisory fees unless otherwise agreed upon. You may experience negative performance on the cash portion of your portfolio if the investment advisory fees charged are higher than the returns you receive from your cash. Retirement Plan Rollover Recommendations As part of our investment advisory services to our clients, we may recommend that clients roll assets from their employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account (collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA, SEP IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will advise on the client’s behalf. We may also recommend rollovers from IRA Accounts to Plan Accounts, from Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts. If the client elects to roll the assets to an IRA that is subject to our advisement, we will charge the client an asset-based fee as set forth in the advisory agreement the client executed with our firm. This creates a conflict of interest because it creates a financial incentive for our firm to recommend the rollover to the client (i.e., receipt of additional fee-based compensation). Clients are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if clients do complete the rollover, clients are under no obligation to have the assets in an IRA advised on by our firm. Due to the foregoing conflict of interest, when we make rollover 10  recommendations, we operate under a special rule that requires us to act in our clients’ best interests and not put our interests ahead of our clients’. 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 our clients’ 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 our clients’ best interests; • charge no more than a reasonable fee for our services; and • give clients basic information about conflicts of interest. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, clients should consider the costs and benefits of a rollover. Note that an employee will typically have four options in this situation: 1. leaving the funds in the employer’s (former employer’s) plan; 2. moving the funds to a new employer’s retirement plan; 3. cashing out and taking a taxable distribution from the plan; or 4. rolling the funds into an IRA rollover account. Each of these options has positives and negatives. Because of that, along with the importance of understanding the differences between these types of accounts, we will provide clients with an explanation of the advantages and disadvantages of both account types and document the basis for our belief that the rollover transaction we recommend is in your best interests. 11  General Information on Compensation and Other Fees In certain circumstances, fees, account minimums and payment terms are negotiable depending on client’s unique situation – such as the size of the aggregate related party portfolio size, family holdings, low-cost basis securities, or certain passively advised investments and pre-existing relationships with clients. Certain clients may pay more or less than others depending on the amount of assets, type of portfolio, or the time involved, the degree of responsibility assumed, complexity of the engagement, special skills needed to solve problems, the application of experience and knowledge of the client’s situation. Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. All fees paid to us for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and variable annuity sub-accounts to their shareholders. These fees and expenses are described in each fund’s or sub account’s prospectus. These fees will generally include a management fee, other expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund or sub-account directly, without our services of Wealth. In that case, the client would not receive our which are designed, among other things, to assist the client in determining which mutual funds or sub-accounts are most appropriate to each client’s financial condition and objectives. Accordingly, the client should review both the fees charged by the funds/sub-accounts and the fees charged by us to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Clients should note that similar advisory services may (or may not) be available from other registered investment advisers for similar or lower fees. Fees and Expenses (Mutual Funds Share Class Selection) We use our best efforts to purchase lower cost fund shares but in certain instances cannot because the fund company does not offer institutional class non 12b-1 fee paying funds or does not contractually offer them. Funds generally offer multiple share classes available for investment based upon certain eligibility and/or purchase requirements. For instance, in addition to retail share classes (typically referred to as class A, class B and class C shares), funds may also offer institutional share classes or other share classes that are specifically designed for purchase by investors who meet certain specified eligibility criteria, including, for example, whether an account meets certain minimum dollar amount thresholds or is enrolled in an eligible fee-based investment advisory program. Institutional share classes usually have a lower expense ratio than other share classes. 12  We conduct periodic reviews of client holdings in mutual fund investments to ensure the appropriateness of mutual fund share class selections and whether alternative mutual fund share class selections are available that might be more appropriate given the client’s particularized investment objectives and any other appropriate considerations relevant to mutual fund share class selection. Regardless of such considerations, clients should not assume that they will be invested in the share class with the lowest possible expense ratio. The appropriateness of a particular fund share class selection is dependent upon a range of different considerations, including but not limited to the asset-based advisory fee that is charged, whether transaction charges are applied to the purchase or sale of funds, operational considerations associated with accessing or offering particular share classes, and share class eligibility requirements. Such charges, fees and commissions are exclusive of and in addition to our advisory fee. We do not receive any portion of such commissions, fees, and costs. Clients have the option of purchasing the securities and investment products we recommend through another broker-dealer or investment adviser. However, when purchasing these securities and investment products away from us, clients will not receive the benefit of the advice and other services we provide. 13  Item 6: Performance-Based Fees and Side-By-Side Management “Performance-based fees” are fees based on the capital gains or capital appreciation in an account. We do not charge performance-based fees. “Side-by-side management” refers to the practice of managing accounts that are charged a performance-based fee and accounts that are charged other types of fees, such as asset-based fees and hourly fees. Because we do not charge performance-based fees, we do not engage in side-by-side management. 14  Item 7: Types of Clients Our services are geared toward individuals and their families including high-net-worth individuals, estates, trusts, closely held corporations, corporate pension and profit-sharing plans, charitable institutions, foundations and endowments. We require a minimum account size of $1,000,000 for investment advisory clients, although this may be negotiable. 15  Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies We adhere to an investment strategy based on the science of investing developed over decades of academic research and institutional application. Our actions are focused on the following factors that have a high correlation in creating a successful investment strategy. • Diversification – using different Asset Classes (e.g., Equity and Bond) and different classifications within them. Equity classes could include large capitalization companies, small capitalization companies, international companies, emerging markets, real estate and others. Bonds could be comprised of corporate, government (taxable and tax-free), international and emerging markets. • Minimizing fees and transaction costs when possible. • Maximizing after-tax returns when possible. Through our formal and informal financial and investment planning, we help our clients determine the appropriate level of risk and expected return to meet their financial goals. Clients, with assistance of their investment adviser representative, will provide information regarding their financial history, goals, objectives, and financial concerns. Upon receipt and analysis of a client’s information, the investment adviser representative and client will determine an appropriate investment strategy and allocation (“Target Portfolio Allocation”). A client’s portfolio may be invested similar to, or different from, other clients with the same or similar objectives. Exceptions are made for considerations such as tax sensitivity, concentrated stock positions, outside holdings and ethical or religious preferences. Portfolios will be diversified according to the asset class percentages indicated in the selected Target Portfolio Allocation. The client and investment advisor representative may choose to exclude certain asset classes from a portfolio or otherwise adjust the Target Portfolio Allocation. Target Portfolio Allocations may be adjusted depending on market conditions and/or client profile. Specific portfolio holdings may be increased, decreased, eliminated or added based on our ongoing due diligence process, typically limiting any single holding to 15% or less of total holdings. We generally do not time the market in making major shifts to the Target Portfolio Allocations. The investments used may include mutual funds, ETFs, the stock of domestic large and small companies, international and emerging market equities, real estate investment trusts, government and corporate bonds, bank certificates of deposit, commodities and any other investments as appropriate to enable the client to reach their investment objectives. Differing returns among the various asset classes could result in the asset classes becoming over or underrepresented relative to the selected Target Portfolio Allocation. Rebalancing is the process of adjusting any over or underrepresented funds within the asset classes back to the Target Portfolio Allocation percentages. Rebalancing may consist of buying or selling portfolio holdings and/or utilizing additional deposits to maintain the Target Portfolio Allocation. Market conditions, client profile, income taxes and trading costs will also be taken into consideration, and portfolios will be rebalanced as appropriate. 16  Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. All investments present the risk of loss of principal – which means the investments may be worth less when sold than the price paid for the securities. There is also the risk of losing purchasing power - which means the rate of appreciation of the investment is less than the rate of inflation. Other risks include: • Market Risk: The risk that stock fund or bond fund prices overall will decline over short or even extended periods. Stock and bond markets tend to move in cycles, with periods when prices rise and other periods when prices fall. • Portfolio Risk: The risk that a manager’s investment strategies or choice of specific securities may be unsuccessful and may cause the portfolio to incur losses. • Principal Risk: The possibility that an investment will go down in value, or “lose money,” from the original or invested amount. • Credit Risk: The possibility that a bond issuer will fail to repay interest and principal in a • • timely manner. Also called default risk. Industry Risk: The possibility that a group of stocks in a single industry will decline in price due to developments in that industry. Interest Rate Risk: The possibility that a bond fund will decline in value because of an increase in interest rates. • Non-U.S. Securities Risk: Non-U.S. Securities are subject to the risks of foreign currency fluctuations, generally higher volatility and lower liquidity than U.S. securities, less developed securities markets and economic systems and political and economic instability. • Currency Risk: The value of your portfolio’s investments may fall as a result of changes in exchange rates. • Cybersecurity Risk: A breach in cyber security refers to both intentional and unintentional events that may cause an account to lose proprietary information, suffer data corruption, or lose operational capacity. This in turn could cause an account to incur regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures, and/or financial loss. • Pandemic Risk: Large-scale outbreaks of infectious disease can greatly increase morbidity and mortality over a wide geographic area, crossing international boundaries, and causing significant economic, social, and political disruption. • Custodial Risk: This risk is the probability that a party to a transaction will be unable or unwilling to fulfill its contractual obligations either due to technological errors, control failures, malfeasance, or potential regulatory liabilities. Each type of investment has unique risk characteristics which must be considered before investing. These risks could include loss of value, loss of purchasing power and the ability to convert the investment quickly to cash. More information about the risks of any specific investment should be discussed before investing. We do not warrant, nor should it be inferred that the services or methods of analysis used can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to major market corrections or crashes. 17  Past performance is no indication of future performance. No guarantees can be offered that client goals or objectives will be achieved. Further, no promises or assumptions can be made that the advisory services offered, or our investment adviser representatives will provide a better return than other investment strategies. Therefore, if a client participates in any of the investment advisory services recommended by us, those clients should be prepared to bear the risk of loss as well as fluctuations in the value of their accounts. More information about the risks of any specific investment should be discussed with us before investing. 18  Item 9: Disciplinary Information We are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the Firm or the integrity of our management. There is no reportable disciplinary information required to be disclosed for the Firm or our management. 19  Item 10: Other Financial Industry Activities and Affiliations Broker/Dealer and Registered Representatives The Firm is not registered as a broker-dealer. Some of our investment adviser representatives are registered as registered representatives of LPL, an unaffiliated SEC registered broker-dealer and FINRA member, and some of our advisors may not be registered representatives. Accountants/Accounting Firm As noted earlier, we are a fully owned subsidiary of Ostrow Reisin Berk & Abrams, Ltd., (ORBA), a public accounting firm. ORBA provides tax, accounting and consulting services primarily to closely held businesses, high net worth individuals, trusts and estates, and non-profit entities. In addition to ORBA Wealth being a subsidiary of ORBA, ORBA has the following other wholly owned subsidiary companies: • ORBA Cloud Services, LLC, an entity that provides internal accounting services to clients via cloud-based technology; and • ORBA Insurance Services, LLC, an entity that provides life and health insurance planning and products on a commission basis; and • Next Plateau Consulting, LLC, an entity that provides business valuation and consulting services. Clients are advised that fees for accounting services are in addition to fees paid for advisory services. Clients to whom advisory services are provided are frequently clients that also might be receiving accounting services. ORBA is authorized to provide and be compensated for facilities, office and administrative support provided to ORBA Wealth. Certain Investment Advisory Representatives of ORBA Wealth are also employees of ORBA or its other subsidiaries and may offer various accounting, tax and consulting services for a fee. Frank L. Washelesky, Chief Compliance Officer of ORBA Wealth, is an owner and director of ORBA and an investment adviser representative of ORBA Wealth. He is also the President of Next Consulting, LLC. Lawyer or Law Firm Certain officers, employees, and investment adviser representatives (IARs) of our firm hold Juris Doctor (JD) degrees. However, a JD degree alone does not confer the right to practice law, and these individuals do not actively engage in the practice of law outside of their roles at the Firm. Insurance Sales With respect to providing financial planning services, our professionals may recommend insurance products offered by such carriers for whom they function as an agent and receive a commission for doing so. There is a potential conflict of interest in that there is an economic incentive to recommend insurance and other investment products of such carriers. We strive to put our clients’ interests first and foremost. Other than for insurance products that require a securities license, such as variable insurance products, clients may utilize any insurance carrier or insurance agency they desire. For products requiring a securities and insurance license, 20  clients may be limited to those insurance carriers that have a selling agreement with our employing broker-dealer. Clients are advised that fees for accounting services are in addition to fees paid for advisory services. Clients to whom advisory services are provided are frequently clients that also might be receiving accounting services. ORBA is authorized to provide and be compensated for facilities, office and administrative support for the Firm. Other Investment Advisors Some of our investment adviser representatives are registered as investment adviser representatives of Steven H. Lewis P.C., an unaffiliated Illinois state registered investment advisor. As described in Item 4, we may select other investment advisors for our clients and may receive compensation from those advisors. 21  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics We have adopted a Code of Ethics for all our supervised persons describing our high standard of business conduct, and fiduciary duty to our clients. The Code of Ethics includes provisions relating to the confidentiality of client information, and standard of conduct in order to comply with federal security laws, among other things. All supervised persons at ORBA Wealth must acknowledge the terms of the Code of Ethics annually, or as amended. Investment adviser representatives and employees of ORBA Wealth may trade for their own accounts in securities which are recommended to and/or purchased for Our clients. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of the Firm does not interfere with: • Making decisions in the best interest of advisory clients; and • Implementing such decisions while, at the same time, allowing employees to invest for their own accounts. The Code requires pre-clearance of certain transactions and restricts trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code of Ethics, to reasonably prevent conflicts of interest between our employees and our clients. Our employees must acknowledge the terms of the Code at least annually, and any employee not in compliance with the Code may be subject to termination. We will provide a copy of our Code upon request. Participation or Interest in Client Transactions and Principal/Agency Cross Trades we do not recommend any securities to clients in which We have a material financial interest. “Cross trading” refers to the practice of buying and selling securities between advisory accounts or between the Firm (acting as principal or agent) and advisory accounts, rather than buying and selling securities in the market. The Firm does not engage in principal or agency cross trading and does cross trade between client accounts. Personal Trading Practices Both the Firm and our employees may invest in the same securities at the same time as the securities recommended clients. Since we are not a market maker for any security, we do not consider this practice to conflict with the interests of clients. 22  Item 12: Brokerage Practices Research and Other Soft Dollar Benefits The term “soft dollar” generally refers to the practice of using client brokerage commissions to obtain research and other services used in the conduct of our business, rather than purchasing the services directly. we do not engage in soft dollar practices, and we do not use brokerage commissions (or markups or markdowns) to obtain research or other products or services. Brokerage Selection We may, pursuant to the terms of our investment advisory agreements with clients, have discretionary authority to determine which securities are to be bought and sold, and the amount of such securities, the executing broker-dealer, and the commission rates to be paid to affect such transactions. We recognize that the analysis of execution quality involves a number of factors, both qualitative and quantitative. We will follow a process in an attempt to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include but are not limited to the following: • The financial strength, reputation and stability of the broker • The efficiency with which the transaction is executed • The ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any) • The availability of the broker to stand ready to effect transactions of varying degrees of difficulty in the future • The efficiency of error resolution, clearance and settlement • Block trading and positioning capabilities • Performance measurement • Online access to computerized data regarding customer accounts • Availability, comprehensiveness, and frequency of brokerage and research services • Commission rates • The economic benefit to the client • Related matters involved in the receipt of brokerage services Consistent with our fiduciary responsibilities, we seek to ensure that clients receive best execution with respect to clients’ transactions by blocking client trades to reduce commissions and transaction costs. To the best of our knowledge, these custodians provide high-quality execution, and our clients do not pay higher transaction costs in return for such execution. Accordingly, we recommend that clients establish brokerage accounts with LPL Financial LLC (“LPL”), a FINRA registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although we may recommend that clients establish accounts at LPL, it is the client’s decision as to where to custody assets. For client accounts maintained at LPL, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through LPL. Our advice to certain clients and entities and the actions of the Firm for those and other clients are frequently premised not only on the merits of a particular investment, but also on the 23  suitability of that investment for the particular client in light of his or her applicable investment objective, guidelines and circumstances. Thus, any of our actions with respect to a transaction’s particular investment, may, for a particular client, differ from the recommendation, advice, or actions of us on behalf of other clients. Other Economic Benefits The custodian provides us with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. The custodian’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. We may receive from LPL or a mutual fund company, without cost or at a discount, non-soft- dollar support services or products that we use to monitor and service the client accounts we maintain at such institutions. The support services we may receive include, but are not limited to, investment-related research, pricing information and market data, software and other technology, data, compliance or practice management related publications, consulting services, attendance at conferences, meetings, and other educational or social events, marketing support, computer hardware and software, and other products to assist us in our investment advisory business operations. Our clients do not pay more for transactions effected by or assets maintained at LPL (or transactions at a mutual fund company) as result of these arrangements; there is no commitment made by us to LPL or any other institution as a result of these arrangements. Brokerage for Client Referrals We do not receive client referrals from broker/dealers. Directed Brokerage We recommend that clients establish a brokerage account with LPL to maintain custody of clients’ assets and to effect trades for their accounts. LPL provides brokerage and custodial services to independent investment advisory firms, including the Firm. For our accounts custodied at LPL, LPL generally is compensated by clients through commissions, trails, or other transaction-based fees for trades that are executed through LPL or that settle into LPL accounts. For IRA accounts, LPL generally charges account maintenance fees. In addition, LPL also charges clients miscellaneous fees and charges, such as account transfer fees. LPL charges us an asset-based administration fee for administrative services provided by LPL. Such administration fees are not directly borne by clients but may be taken into account when we negotiate advisory fees with clients. While LPL does not participate in, or influence the formulation of, the investment advice we provide, certain of our supervised persons are Dually Registered Persons. Dually Registered Persons are restricted by certain FINRA rules and policies from maintaining client accounts at another custodian or executing client transactions in such client accounts through any broker-dealer or custodian that is not approved by LPL. As a result, the use of other trading platforms must be approved not only by us, but also by LPL. 24  Clients should also be aware that for accounts where LPL serves as the custodian, We are limited to offering services and investment vehicles that are approved by LPL, and may be prohibited from offering services and investment vehicles that may be available through other broker-dealers and custodians, some of which may be more suitable for a client’s portfolio than the services and investment vehicles offered through LPL. Clients should understand that not all investment advisers recommend that clients custody their accounts and trade through specific broker-dealers. Clients should also understand that LPL is responsible under FINRA rules for supervising certain business activities of the Firm and our Dually Registered Persons, that are conducted through broker-dealers and custodians other than LPL. LPL charges a fee for its oversight of activities conducted through these other broker-dealers and custodians. This arrangement presents a conflict of interest because We have a financial incentive to recommend that you maintain your account with LPL rather than with another broker-dealer or custodian to avoid incurring the oversight fee. Trade Aggregation Orders for the same security entered on behalf of more than one client may be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed, and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a pro rata portion of commissions. To minimize performance dispersion, “strategy” trades may be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if we believe that a larger size block trade would lead to best overall price for the security being transacted. Allocation of Trades Our allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, considering the clients’ best interests. We will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. All allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, considering all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs and previous allocations. In most cases, accounts will get a pro forma allocation based on the initial allocation. This policy also applies if an order is “over- filled.” 25  We act in accordance with our duty to seek best price and execution and will not continue any arrangements if we determine that such arrangements are no longer in the best interest of our clients. 26  Item 13: Review of Accounts Reviews We monitor client portfolios as part of an ongoing process, and regular account reviews are generally conducted on a quarterly basis. Reviews could also occur at the time of new deposits, material changes in the client’s financial information, changes in economic cycles, at our discretion or as often as the client directs. Reviews entail analyzing securities, sensitivity to overall markets, economic changes, investment results, asset allocation, etc., to ensure the investment strategy and expectations are structured to continue to meet the client’s objectives. These reviews are conducted by one of our Investment Advisor Representatives. Clients are encouraged to discuss their needs, goals, and objectives with us and to inform us of any changes. Reporting At least quarterly, the custodian provides clients with an account statement for each client account, which may include individual holdings, cost basis information, deposits and withdrawals, accrued income, dividends, and performance. We may also provide clients with periodic reports regarding their holdings, allocations, and performance. Financial Planning – Reviews and Reporting The initial financial plan is included as a component of the financial planning service. Clients may receive updated financial plans for a separate fee. 27  Item 14: Client Referrals and Other Compensation Economic Benefits Provided to the Advisory Firm from Non-Clients Certain of our investment adviser representatives, in their individual capacities, are licensed insurance agents, and may recommend the purchase of certain insurance-related products on a commission basis. These individuals, on average, spend less than 2% of their time selling insurance products. The recommendation by the Firm’s investment adviser representatives presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend insurance products based on commissions received, rather than on the client’s need. The client is not under any obligation to purchase these products. Our investment adviser representatives who are also owners or employees of ORBA will receive compensation from the accounting firm. Compensation – Client Referrals We have been fortunate to receive many client referrals over the years. The referrals came from current clients, estate planning attorneys, accountants, employees, personal friends of employees, and other similar sources. We do not compensate referring parties for these referrals. 28  Item 15: Custody Custody – Fee Debiting Client securities and other funds are held with a qualified custodian. Clients authorize LPL to deduct fees from client accounts. Clients will receive written account statements directly from the custodian at least quarterly. We recommend that the client review the custodian’s statement carefully and notify us if such a statement is not received promptly. The custodian also offers the option of viewing portfolio information and account statements through the client’s online account access. Clients should set up their on-line account. 29  Item 16: Investment Discretion We usually receive discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. When selecting securities and determining amounts, we observe the investment objectives, limitations and restrictions of our clients. For registered investment companies, our authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made. Investment guidelines and restrictions must be provided to us in writing. Clients may grant us a limited power of attorney with respect to trading activity in their accounts by signing the appropriate custodian limited power of attorney form. In those cases, we will exercise full discretion as to the nature and type of securities to be purchased and sold, the amount of securities for such transactions, the amount of commissions to be paid, and the executing broker to be used. Investment limitations may be designated by the client as outlined in the investment advisory agreement. In addition, subject to the terms of its investment advisory agreement, we may be granted discretionary authority for the retention of independent third-party investment managers. Investment limitations may be designated by the client as outlined in the investment advisory agreement. Please see the applicable third- party manager’s disclosure brochure for detailed information relating to discretionary authority. 30  Item 17: Voting Client Securities Proxy Voting We vote proxies for securities over which we maintain discretionary authority. Our utmost concern is that all decisions be made solely in the client's best interest. We will act in a prudent and diligent manner intended to enhance the economic value of the assets of the client’s portfolio. Although many proxy proposals can be voted in accordance with our established guidelines, we recognize that some proposals require special consideration, which may dictate that we make an exception to the guidelines. Clients may direct our vote; however, direction must be received in writing. Clients may contact us for information about proxy voting. 31  Item 18: Financial Information We have no financial commitments that impair our ability to meet contractual and fiduciary commitments to clients and we have not been the subject of a bankruptcy proceeding. We do not require prepayment of fees of both more than $1,200 per client, and more than six months in advance; and therefore, we are not required to provide a balance sheet to clients. 32