PATHWAY FINANCIAL ADVISORS, LLC

Item 1 Cover Page Pathway Financial Advisors, LLC SEC File Number: 801 – 64598 ADV Part 2A, Brochure Dated: October 3, 2025 Contact: Scott Beaudin, Chief Compliance Officer 725 Community Drive, Suite 402 South Burlington, VT 05403 www.pathwayadvisors.com This Brochure provides information about the qualifications and business practices of Pathway Financial Advisors. LLC. If you have any questions about the contents of this Brochure, please contact us at (802) 660-7086 or sbeaudin@pathwayadvisors.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Pathway Financial Advisors, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Pathway Financial Advisors, LLC as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  Item 2 Material Changes There have been no material changes to this Brochure since our March 22, 2024 Annual Amendment filing. Pathway Financial Advisors’ Chief Compliance Officer, Scott Beaudin, remains available to address any questions that an existing or prospective client may have regarding this Brochure. Item 3 Table of Contents Item 1 Cover Page .................................................................................................................................... 1 Item 2 Material Changes .......................................................................................................................... 2 Item 3 Table of Contents .......................................................................................................................... 2 Item 4 Advisory Business ........................................................................................................................ 3 Fees and Compensation ................................................................................................................ 9 Item 5 Performance-Based Fees and Side-by-Side Management .......................................................... 12 Item 6 Item 7 Types of Clients .......................................................................................................................... 12 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 12 Item 9 Disciplinary Information ............................................................................................................ 15 Item 10 Other Financial Industry Activities and Affiliations .................................................................. 15 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.............. 15 Item 12 Brokerage Practices .................................................................................................................... 16 Item 13 Review of Accounts .................................................................................................................... 18 Item 14 Client Referrals and Other Compensation .................................................................................. 18 Item 15 Custody ....................................................................................................................................... 19 Item 16 Investment Discretion ................................................................................................................. 19 Item 17 Voting Client Securities .............................................................................................................. 20 Item 18 Financial Information ................................................................................................................. 20 2  Item 4 Advisory Business A. Pathway Financial Advisors, LLC (the “Registrant”) is a limited liability company formed on September 4th, 2002 in the state of Vermont. The Registrant became registered as an Investment Adviser Firm in 2002 with the state of Vermont and in 2005 with the U.S. Securities and Exchange Commission. The Registrant is principally owned by Scott Beaudin, who is also the Registrant’s Manager and Chief Compliance Officer. B. INTEGRATED FINANCIAL PLANNING “Integrated Financial Planning” clients engage the Registrant to provide integrated investment management services along with financial advice and guidance about topics typically including retirement planning, educational planning, estate planning, business holdings, income tax planning, cash flow planning, budgeting, risk management/ insurance, asset allocation, employee benefits, and others. Each Integrated Financial Planning client completes a data gathering process and makes an initial data submission. These documents, along with a personal interview with Registrant, allow the Registrant to begin assessing the relevant factors of the Client’s individual situation. In most client engagements, the Registrant prepares an Initial Financial Plan. This Plan may include discussion on all evaluated matters as well as suggestions in areas that will help the Client realize their goals and objectives. Suggestions may include investment advice, including asset allocation. The Plan may include analysis showing the impact of the Plan’s suggestions. The Initial Financial Plan is typically presented to Client in a meeting. During this meeting, the Registrant and Client may discuss the actions necessary to implement the recommendations contained within the Plan. Such items might include: • Investment allocation implementation, including account establishment and/or transfer assistance. Investment selection assistance. • • Working with Client’s attorney to discuss any outstanding estate planning items. insurance provider(s) to discuss any risk • Working with Client’s management issues. • Working with Client’s tax advisor to implement tax planning items. Integrated Financial Planning often includes a review process. The Registrant offers on- going support for implementation, review, and updating the Client’s Initial Financial Plan as requested by Client. Also included as requested by Client is: • • • • • On-going support for the Client for any areas covered by the Client’s Plan. Annual investment reports (monthly or quarterly reports are provided by the individual custodians). Support for Client’s periodic financial issues (house refinancing, major purchase, employment change, etc.). Tax return review. Investment manager review (if applicable). Note: The firm’s services do not include: • • • Legal counsel. Asset custody services. Sales of any recommended financial or insurance product. 3  Next, after the Initial Financial Plan has been developed, the Registrant will allocate investment assets consistent with the client’s designated investment objectives. The Registrant primarily allocates client investment assets among: exchange-listed securities, mutual funds, individual bonds, bond funds, and exchange traded funds (“ETFs”). Once allocated, the Registrant provides ongoing monitoring and review of account performance and asset allocation as compared to client investment objectives and may periodically rebalance/execute transactions for the account based upon such reviews. DISCRETIONARY INVESTMENT MANAGEMENT SERVICES (STAND-ALONE) The client can engage the Registrant to provide discretionary investment advisory services on a fee basis. The Registrant’s annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under the Registrant’s management. Before engaging the Registrant to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) The Registrant may be engaged to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone separate fee basis. Before engaging the Registrant to provide planning or consulting services, clients are generally required to enter into an Engagement Letter with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, which may include the development of a written financial plan, and the portion of the fee that is due from the client prior to Registrant commencing services, if any. RETIREMENT PLAN SERVICES The Registrant also provides retirement plan consulting/management services, pursuant to which it assists sponsors of self-directed retirement plans organized under the Employee Retirement Security Act of 1974 (“ERISA”). The terms and conditions of the engagement shall be set forth in a Retirement Plan Services Agreement between the Registrant and the plan sponsor. If the plan sponsor engages the Registrant in an ERISA Section 3(21) capacity, the Registrant will assist with the selection and/or monitoring of investment options (generally open-end mutual funds and exchange traded funds) from which plan participants shall choose in self-directing the investments for their individual plan retirement accounts. If the plan sponsor chooses to engage the Registrant in an ERISA Section 3(38) capacity, Registrant may provide the same services as described above, but may also: create specific asset allocation models that Registrant manages on a discretionary basis, which plan participants may choose in managing their individual retirement account; and/or modify the investment options made available to plan participants on a discretionary basis. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. As indicated above, to the extent requested by a client, we may provide financial planning and related consulting services regarding non-investment related 4  matters, such as estate planning, tax planning, insurance, etc. We do not serve as an attorney, accountant, or insurance agency, and no portion of our services should be construed as legal or accounting services. Accordingly, we do not prepare estate planning documents, tax returns or sell insurance products. To the extent requested by a client, we may recommend the services of other professionals for certain non-investment implementation purpose (i.e., attorneys, accountants, insurance, etc.). Clients are reminded that they are under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation made by Registrant or its representatives. If the client engages any unaffiliated recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. At all times, the engaged licensed professional[s] (i.e., attorney, accountant, insurance agent, etc.), and not the Registrant, shall be responsible for the quality and competency of the services provided. Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may no guarantee maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion Registrant shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. The above does not apply to the cash component maintained within a Registrant actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager and cash balances maintained for fee billing purposes. 5  The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Registrant unmanaged accounts. Retirement Plan Rollovers – No Obligation / Conflict of Interest. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). The Registrant does not make recommendations to clients with regard to retirement plan rollovers. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant. Account Aggregation. In conjunction with the services provided by Right Capital, the Registrant may also provide periodic aggregated reporting services, which can incorporate all of the client’s investment assets including those investment assets that are not part of the assets managed by the Registrant (the “Excluded Assets”). The Registrant’s service relative to the Excluded Assets is limited to reporting services only, which does not include investment implementation. Because the Registrant does not have trading authority for the Excluded Assets, to the extent applicable to the nature of the Excluded Assets (assets over which the client maintains trading authority vs. trading authority designated to another investment professional), the client (and/or the other investment professional), and not the Registrant, shall be exclusively responsible for directly implementing any recommendations relative to the Excluded Assets. Rather, the client and/or their other advisors that maintain trading authority, and not the Registrant, shall be exclusively responsible for the investment performance of the Excluded Assets. limiting the above, Without the Registrant shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. In the event the client desires that the Registrant provide investment management services (whereby the Registrant would have trading authority) with respect to the Excluded Assets, the client may engage the Registrant to do so pursuant to the terms and conditions of an Investment Advisory Agreement between the Registrant and the client. Private Investment Funds. Registrant may recommend that certain qualified clients consider an investment in unaffiliated private investment funds. Registrant’s role relative to the private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. Registrant’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Risk Factors: Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike 6  liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund, and acknowledges and accepts the various risk factors that are associated with such an investment. Valuation: If Registrant bills an investment advisory fee based upon the value of private investment funds or otherwise references private investment funds owned by the client on any supplemental account reports prepared by Registrant, the value for all private investment funds owned by the client will reflect the most recent valuation provided by the fund sponsor. The current value of any private investment fund could be significantly more or less than the original purchase price or the price reflected in any supplemental account report. Use of Mutual Funds and Exchange Traded Funds. While the Registrant may allocate investment assets to mutual funds and exchange traded funds (“ETFs”) that are not available directly to the public, the Registrant may also allocate investment assets to publicly available mutual funds and ETFs that the client could purchase without engaging Registrant as an investment adviser. However, if a client or prospective client determines to purchase publicly available mutual funds or ETFs without engaging Registrant as an investment adviser, the client or prospective client would not receive the benefit of Registrant’s initial and ongoing investment advisory services with respect to management of the asset. Other mutual funds, such as those issued by Dimensional Fund Advisors (“DFA”), are generally only available through selected registered investment advisers. Registrant may allocate client investment assets to DFA mutual funds. Therefore, upon the termination of Registrant’s services to a client, restrictions regarding transferability and/or additional purchases of, or reallocation among DFA funds will apply. the Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing involves incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. Registrant does not maintain or advocate an ESG investment strategy but will seek to employ ESG if directed by a client to do so. If implemented, Registrant shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. (i.e., considers how a company safeguards ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Registrant), there can be no assurance that investment in ESG securities or funds will be profitable or prove successful. 7  Bitcoin, Cryptocurrency, and Digital Assets. The Registrant does not recommend or advocate for the purchase of, or investment in, Bitcoin, cryptocurrencies, or digital assets. Such investments are considered speculative and carry significant risk. For clients who want exposure to Bitcoin, cryptocurrencies, or digital assets, the Registrant, may advise the client to consider a potential investment in corresponding exchange traded securities, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Bitcoin and cryptocurrencies are digital assets that can be used for various purposes, including transactions, decentralized applications, and speculative investments. Most digital assets use blockchain technology, an advanced cryptographic digital ledger to secure transactions and validate asset ownership. Unlike conventional currencies issued and regulated by monetary authorities, cryptocurrencies generally operate without centralized control, and their value is determined by market supply and demand. While regulatory oversight of digital assets has evolved significantly since their inception, they remain subject to variable regulatory treatment globally, which may impact their risk profile and liquidity. Given that cryptocurrency investments are speculative and subject to extreme price volatility, liquidity constraints, and the potential for total loss of principal, the Registrant does not exercise discretionary authority to purchase cryptocurrency investments for client accounts. Any investment in cryptocurrencies must be expressly authorized by the client. Clients who authorize the purchase of a cryptocurrency investment must be prepared for the potential for liquidity constraints, extreme price volatility, regulatory risk, technological risk, security and custody risk, and complete loss of principal. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including but not limited to investment performance, fund manager tenure, style drift, account additions/withdrawals, the client’s financial circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. Cybersecurity Risk. The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls that are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and/or result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. In accordance with Regulation S-P, the Registrant is committed to protecting the privacy 8  and security of its clients' non-public personal information by implementing appropriate administrative, technical, and physical safeguards. Registrant has established processes to mitigate the risks of cybersecurity incidents, including the requirement to restrict access to such sensitive data and to monitor its systems for potential breaches. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur financial losses and/or other adverse consequences. Although the Registrant has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that the Registrant does not control the cybersecurity measures and policies employed by third-party service providers, issuers of securities, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchanges, and other financial market operators and providers. In compliance with Regulation S-P, the Registrant will notify clients in the event of a data breach involving their non-public personal information as required by applicable state and federal laws. Disclosure Statement. A copy of the Registrant’s written Brochure and Client Relationship Summary, as set forth on Part 2 of Form ADV and Form CRS respectively, shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Engagement Letter. to providing investment advisory services, an C. The Registrant shall provide advisory or consulting services specific to the needs of each client. Prior investment adviser representative will ascertain each client’s attributes and their investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. The Registrant does not participate in a wrap fee program. E. As of December 31, 2024, the Registrant had $894,825,875 in assets under management on a discretionary basis. Item 5 Fees and Compensation A. INTEGRATED FINANCIAL PLANNING The Registrant provides discretionary investment advisory services as part of Registrant’s Integrated Financial Planning service on a fee-only basis. The Registrant’s fee is paid to the Registrant monthly at the beginning of the following month, generally on a stepped basis, based on the below fee schedule: Portion of Portfolio First $0-$1,000,000 Next $1,000,001-$3,000,000 Next $3,000,001-$10,000,000 Over $10,000,000 Monthly Rate .0833% .0708% .0625% .0417% Equivalent Annual Rate 1.00% 0.85% 0.75% 0.50% 9  Annual Flat Fee: The Registrant may also offer its investment advisory services on an annual flat fee basis. To the extent that the client engages the Registrant on an annual flat fee basis, the terms of that arrangement, including notification requirements for subsequent year fee increases, shall be set forth in the Investment Advisory Agreement. The Registrant shall determine the amount of any annual flat fee based upon various objective and subjective factors such as the size of the client’s account(s) and complexity of the services to be provided. (See Fee Differential disclosure below) At no time will the Registrant’s annual flat fee exceed 3.00% of the client’s assets under management. Fee Differentials. The Registrant’s investment advisory fee (which may be offered on an annual flat fee basis) is negotiable at Registrant’s discretion, depending upon objective and subjective factors including but not limited to: the amount of assets to be managed; portfolio composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional assets; the professional(s) rendering the service(s); prior relationships with the Registrant and/or its representatives, and negotiations with the client. As a result of these factors, similarly situated clients could pay different fees, the services to be provided by the Registrant to any particular client could be available from other advisers at lower fees, and certain clients may have fees different than those specifically set forth above. All clients and prospective clients should be guided accordingly. DISCRETIONARY INVESTMENT MANAGEMENT SERVICES (STAND-ALONE) If a client determines to engage the Registrant to provide discretionary investment advisory services on a fee-only basis, the Registrant’s annual investment advisory fee, which generally ranges between negotiable and 1.50%, shall be based upon various objective and subjective factors, including, but not limited to: the amount of the assets placed under Registrant’s direct management, the complexity of the engagement, and the level and scope of the overall investment advisory services to be rendered. (See also Fee Differential discussion above.) FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) The Registrant may provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone fee basis. Registrant’s planning and consulting fees are negotiable but are generally between $195 and $300 on an hourly rate basis depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Registrant and Client may alternately agree to a flat-fee arrangement for a specified engagement, as outlined in an Engagement Letter. RETIREMENT PLAN SERVICES The terms and conditions of the Registrant’s retirement plan consulting services shall generally be set forth in a Retirement Plan Consulting Services Agreement between the Registrant and the plan sponsor. Registrant’s negotiable retirement plan consulting fees generally do not exceed 0.75% of the value of plan assets under advisement, but shall depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). 10  B. Integrated Financial Planning clients shall have the Registrant’s advisory fees deducted from their custodial account(s). Both Registrant’s Investment Advisory Agreement and the custodial/clearing agreement may authorize the custodian to debit the account for the amount of the Registrant’s investment advisory fee and to directly remit that management fee to the Registrant in compliance with regulatory procedures. In the limited event that the Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice. The Registrant shall deduct fees and/or bill clients monthly in arrears, based upon the value of the assets on the last business day of the previous month. Any accrued interest or dividends shall be included in the value of the assets for fee calculation purposes. Should a market value not be available for a particular client security, historical cost shall be used as the month ending value for fee calculation purposes. However, if the client has engaged the Registrant to provide services on a flat fee basis, the Registrant shall deduct 1/12 of the client’s annual flat fee upon the completion of each calendar month. In the event that a flat fee client engages or terminates the Registrant during a calendar month, the Registrant shall calculate the initial or final month fee on a pro-rata basis. Financial Planning and Consulting Services clients are billed either monthly or at the conclusion of their engagement. Payment is due upon receipt of invoice. C. As discussed below, unless the client directs otherwise or an individual client’s circumstances require, the Registrant shall generally recommend that Charles Schwab and Co., Inc. (“Schwab”) or Fidelity Investments (“Fidelity”) serve as the broker- dealer/custodian for client investment management assets. Broker-dealers such as Schwab and Fidelity charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker- dealer/custodian. While certain custodians, including Schwab and Fidelity, generally (with the potential exception for large orders) do not currently charge fees on individual equity transactions (including ETFs), others do. There can be no assurance that Schwab and/or Fidelity will not change their transaction fee pricing in the future. Fidelity and Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. In addition to Registrant’s investment advisory fee, brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). The fees charged by the applicable broker-dealer/custodian, and the charges imposed at the fund level, are in addition to Registrant’s investment advisory fees referenced in this Item 5. Tradeaway/Prime Broker Fees. Relative to its discretionary investment management services, when beneficial to the client, individual fixed income transactions may be 11  effected through broker-dealers other than the account custodian, in which event, the client generally will incur both the fee (commission, mark-up/mark-down) charged by the executing broker-dealer and a separate “tradeaway” and/or prime broker fee charged by the account custodian (Schwab or Fidelity). D. The Investment Advisory Agreement between the Registrant and the client will continue in effect until terminated by either party by written notice in accordance with the terms of the Investment Advisory Agreement. Upon termination, a pro-rated portion of the earned but unpaid advisory fee shall be due. E. Neither the Registrant, nor its representatives accept compensation from the sale of securities or other investment products. Item 6 Performance-Based Fees and Side-by-Side Management Neither the Registrant nor any supervised person of the Registrant accepts performance- based fees. Item 7 Types of Clients The Registrant’s clients generally include individuals, high net worth individuals, business entities, trusts, estates and charitable organizations. The Registrant does not generally require an annual minimum fee or asset level for investment advisory services, but a minimum fee arrangement may be agreed to by Registrant and Client on a negotiated case-by-case basis. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. The Registrant may utilize the following methods of security analysis:  Fundamental - (analysis performed on historical and present data, with the goal of making financial forecasts) The Registrant may utilize the following investment strategies when implementing investment advice given to clients:  Long Term Purchases (securities held at least a year)  Short Term Purchases (securities sold within a year)  Trading (securities sold within thirty (30) days) strategy (including the investments and/or investment Investment Risk. Investing in securities involves risk of loss that clients should be prepared to bear, including the loss of principal investment. Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategies recommended or undertaken by Registrant) will be profitable or equal any specific performance level(s). Investment strategies such as asset allocation, diversification, or rebalancing do not assure or guarantee better performance and cannot eliminate the risk of investment losses. There is no guarantee that a portfolio employing these or any other strategy will outperform a portfolio that does not engage in such strategies. While asset 12  values may increase and client account values could benefit as a result, it is also possible that asset values may decrease and client account values could suffer a loss. Investors generally face the following types of investment risks:  Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline.  Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk may be caused by external factors independent of the fund’s specific investments as well as due to the fund’s specific investments. Additionally, each security’s price will fluctuate based on market movement and emotion, which may, or may not be due to the security’s operations or changes in its true value. For example, political, economic and social conditions may trigger market events which are temporarily negative, or temporarily positive.  Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation.  Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities.  Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not.  Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. B. The Registrant’s methods of analysis and investment strategies do not present any unusual risks. However, every method of analysis and every strategy has its own inherent risks. To perform an accurate market analysis the Registrant must have access to current/new market information. The Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, severely limiting the value of the Registrant’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. The Registrant’s primary investment strategies - Long Term Purchases, Short Term Purchases, and Trading - are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time 13  period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer term investment strategy. Trading, an investment strategy that requires the purchase and sale of securities within a thirty (30) day investment time period, involves a very short investment time period but will incur higher transaction costs when compared to a short term investment strategy and substantially higher transaction costs than a longer term investment strategy. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using:  Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and,  Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral; These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Registrant does not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). Registrant does not recommend such borrowing for investment purposes (i.e., to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Registrant:    by taking the loan rather than liquidating assets in the client’s account, Registrant continues to earn a fee on such Account assets; and, if the client invests any portion of the loan proceeds in an account to be managed by Registrant, Registrant will receive an advisory fee on the invested amount; and, if Registrant’s advisory fee is based upon the higher margined account value, Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a disincentive to encourage the client to discontinue the use of margin. The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loans. C. Currently, the Registrant primarily allocates client investment assets among various individual equity (stocks), debt (bonds) and fixed income securities, mutual funds and/or ETFs, on a discretionary basis in accordance with the client’s designated investment objectives. 14  Item 9 Disciplinary Information The Registrant has not been the subject of any disciplinary actions. Item 10 Other Financial Industry Activities and Affiliations A. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. C. Affiliated Certified Public Accountant. Although the Registrant’s Principal, Scott Beaudin, is also a certified public accountant (“CPA”), Mr. Beaudin does not generally provide CPA related services to Registrant’s clients. To the extent that a client specifically requests accounting advice and/or tax preparation services, the Registrant may recommend the services of an unaffiliated CPA. The Registrant shall not receive any of the fees charged by unaffiliated CPAs, referral or otherwise. Conflict of Interest: To a limited extent accounting advice and/or tax preparation services may be rendered to legacy Integrated Financial Planning clients. The recommendation by Registrant’s representatives that a client engage the services of Mr. Beaudin in his individual capacity as a CPA presents a conflict of interest. No client is under any obligation to engage Mr. Beaudin in his individual capacity as a CPA. D. The Registrant does not receive, directly or indirectly, compensation from investment advisors that it recommends or selects for its clients. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Registrant’s Representatives that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, the Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by the Registrant or any person associated with the Registrant. B. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. C. The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the 15  sale or purchase of those securities. Therefore, this situation creates a conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons”. The Registrant’s securities transaction policy requires that an Access Person of the Registrant must provide the Chief Compliance Officer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide or make available to the Chief Compliance Officer or his/her designee a list of reportable transactions each calendar quarter as well as a written annual report of the Access Person’s securities holdings; provided, however that at any time that the Registrant has only one Access Person, he or she shall not be required to submit any securities report described above. D. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a conflict of interest. As indicated above in Item 11 C, the Registrant has a personal securities transaction policy in place to monitor the personal securities transaction and securities holdings of each of Registrant’s Access Persons. Item 12 Brokerage Practices A. In the event that the client requests that the Registrant recommend a broker- dealer/custodian for execution and/or custodial services (exclusive of those clients that may direct the Registrant to use a specific broker-dealer/custodian), Registrant generally recommends that investment management accounts be maintained at Schwab or Fidelity. Before engaging Registrant to provide investment management services, the client will be required to enter into a formal Investment Advisory Agreement with Registrant setting forth the terms and conditions under which Registrant shall manage the client’s assets, and a separate custodial/clearing agreement with each designated broker-dealer/ custodian. Factors that the Registrant considers in recommending Schwab or Fidelity include historical relationship with the Registrant, financial strength, reputation, execution capabilities, pricing, research, and service. Although the commissions and/or transaction fees paid by Registrant’s clients shall comply with the Registrant’s duty to seek best execution, a client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where the Registrant determines, in good faith, that the commission/transaction fee is reasonable. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Registrant will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. The brokerage commissions or transaction fees charged by the designated broker-dealer/custodian are exclusive of, and in addition to, 16  Registrant’s investment advisory fee. The Registrant’s best execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. 1. Non-Soft Dollar Research and Additional Benefits investment managers, vendors, Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker-dealer/custodian, Registrant receives from Schwab or Fidelity (or could receive from other broker-dealer/custodians, investment platforms, and/or unaffiliated product/fund sponsors) without cost (and/or at a discount) support services and/or products, certain of which assist the Registrant to better monitor and service client accounts maintained at such institutions. The support services that Registrant receives can include: investment-related research, pricing information and market data, software and other technology that provide access to client account data, compliance and/or practice management- related publications, discounted or free consulting services, discounted and/or free travel and attendance at conferences, meetings, and other educational and/or social events (which can also include transportation and lodging), marketing support, computer hardware and/or software and/or other products used by Registrant in furtherance of its investment advisory business operations. Certain of the support services and products that Registrant receives may assist the Registrant in managing and administering client accounts. Others do not directly provide such assistance, but rather assist the Registrant to manage and further develop its business enterprise. The receipt of these support services and products presents a conflict of interest, because the Registrant has the incentive to recommend that clients utilize Schwab or Fidelity as a broker-dealer/custodian based upon its interest in continuing to receive the above-described support services and products, rather than based on a client’s particular need. There is no corresponding commitment made by the Registrant to Schwab, Fidelity, or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. The Registrant’s Chief Compliance Officer, Scott Beaudin, remains available to address any questions that a client or prospective client may have regarding the above arrangement and conflicts of interest presented. 2. The Registrant does not receive referrals from broker-dealers. 3. The Registrant does not generally accept directed brokerage arrangements (when a client requires that account transactions be effected through a specific broker-dealer). In such client directed arrangements, the client will negotiate terms and arrangements for their account with that broker-dealer, and Registrant will not seek better execution services or prices from other broker-dealers or be able to “batch” the client’s transactions for execution through other broker-dealers with orders for other accounts managed by Registrant. As a result, clients may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. 17  In the event that the client directs Registrant to effect securities transactions for the client’s accounts through a specific broker-dealer, the client correspondingly acknowledges that such direction may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that may be available through Registrant. Higher transaction costs adversely impact account performance. Please Also Note: Transactions for directed accounts will generally be executed following the execution of portfolio transactions for non-directed accounts. The Registrant’s Chief Compliance Officer, Scott Beaudin, remains available to address any questions that a client or prospective client may have regarding the above arrangement. B. To the extent that the Registrant provides investment management services to its clients, the transactions for each client account generally will be effected independently, unless the Registrant decides to purchase or sell the same securities for several clients at approximately the same time. The Registrant may (but is not obligated to) combine or “bunch” such orders to seek best execution, to negotiate more favorable commission rates or to allocate equitably among the Registrant’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among clients in proportion to the purchase and sale orders placed for each client account on any given day. The Registrant shall not receive any additional compensation or remuneration as a result of such aggregation. Item 13 Review of Accounts A. For those clients to whom Registrant provides investment supervisory services, account reviews are conducted on an ongoing basis by the Registrant’s Principals and/or representatives. All investment supervisory clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review financial planning issues (to the extent applicable), investment objectives and account performance with the Registrant on an annual basis. B. The Registrant may conduct account reviews on an other than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. C. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. Item 14 Client Referrals and Other Compensation A. As referenced in Item 12.A.1 above, the Registrant receives economic benefits from Schwab and Fidelity, including support services without cost or at a discount. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at Schwab or Fidelity as a result of these arrangements. 18  B. If a client is introduced to the Registrant by either an unaffiliated or an affiliated promoter, Registrant may pay that promoter a referral fee in accordance with the requirements of Rule 206(4)-1 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. Any such referral fee shall be paid solely from the Registrant’s investment advisory fee, and shall not result in any additional charge to the client. If the client is introduced to the Registrant by an unaffiliated promoter, the promoter, at the time of the endorsement, shall disclose the nature of their promoter relationship. Item 15 Custody The Registrant shall have the ability to have its advisory fee for each client debited by the custodian on a monthly basis. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. To the extent that the Registrant provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by the Registrant with the account statements received from the account custodian. The account custodian does not verify the accuracy of the Registrant’s advisory fee calculation. The Registrant provides other services on behalf of its clients that require disclosure at ADV Part 1, Item 9. In particular, certain clients have signed asset transfer authorizations that permit the qualified custodian to rely upon instructions from the Registrant to transfer client funds to “third parties.” In accordance with the guidance provided in the SEC Staff’s February 21, 2017 Investment Adviser Association No-Action Letter, the affected accounts are not subjected to an annual surprise CPA examination. Item 16 Investment Discretion The client can determine to engage the Registrant to provide investment advisory services on a discretionary basis. Prior to the Registrant assuming discretionary authority over a client’s account, client shall be required to execute an Investment Advisory Agreement, naming the Registrant as client’s attorney and agent in fact, granting the Registrant full authority to buy, sell, or otherwise effect investment transactions involving the assets in the client’s name found in the discretionary account. Clients who engage the Registrant on a discretionary basis may, at any time, impose restrictions, in writing, on the Registrant’s discretionary authority (i.e., limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe the Registrant’s use of margin, etc.). 19  Item 17 Voting Client Securities A. The Registrant does not vote client proxies. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. B. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation. Item 18 Financial Information A. The Registrant does not solicit fees of more than $1,200, per client, six months or more in advance. B. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. C. The Registrant has not been the subject of a bankruptcy petition. The Registrant’s Chief Compliance Officer, Scott Beaudin, remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 20