PATHWAY WEALTH MANAGEMENT, LLC

Form ADV – Part 2A Form ADV Part 2A Brochure Cover Page Pathway Wealth Management, LLC 3100 Monticello Avenue - Suite 130 Dallas, TX 75205 Phone: 972/863-7671 Email: a-roger@pathwealth.com CRD# 283774 04/22/2026 the contents of This brochure provides information about the qualifications and business practices of Pathway Wealth Management, LLC. If you have any questions about this brochure, please contact us at a- roger@pathwealth.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. This brochure does not constitute an offer, solicitation, or recommendation to sell or an offer to buy any securities, investment products or investment advisory services. Such an offer may only be made to eligible persons by means of delivery of account documents that contain the material terms relating to such investments, products or services. Additional information about Pathway Wealth Management, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. 1  Form ADV – Part 2A Item 2 Material Changes The material changes in this brochure from the last annual updating amendment on 02/09/2026 of Pathway Wealth Management, LLC are described below. Material changes relate to Pathway Wealth Management, LLC’s policies, practices, or conflicts of interest. • Pathway Wealth Management, LLC has successfully transitioned to formal registration with the Securities and Exchange Commission from its previous registration at the state level. The information set forth in this brochure is qualified in its entirety by the applicable investment advisory agreement. In the event of a conflict between the information set forth in this brochure and the information in the applicable investment advisory agreement, such document shall control. All clients are encouraged to review this brochure in its entirety. 2  Form ADV – Part 2A Table of Contents Item 1 Cover Page ............................................................................................. 1 Item 2 Material Changes ................................................................................... 2 Item 3 Table of Contents ................................................................................... 3 Item 4 Advisory Business ................................................................................. 4 Item 5 Fees and Compensation ......................................................................... 5 Item 6 Performance-Based Fees and Side-By-Side Management .................... 6 Item 7 Types of Clients ..................................................................................... 6 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............. 6 Item 9 Disciplinary Information ....................................................................... 10 Item 10 Other Financial Industry Activities and Affiliations ........................... 10 Item 11 Code of Ethics, Participation or Interest in Client Transaction ........... 10 Item 12 Brokerage Practices ............................................................................. 11 Item 13 Review of Accounts ............................................................................. 14 Item 14 Client Referrals and Other Compensation ........................................... 15 Item 15 Custody ................................................................................................ 16 Item 16 Investment Discretion .......................................................................... 16 Item 17 Voting Client Securities....................................................................... 17 Item 18 Financial Information .......................................................................... 17 3  Form ADV – Part 2A Item 4 Advisory Business Pathway Wealth Management, LLC (“Adviser” or the “Firm”) is organized as a Texas limited liability company and was founded in April 2016 to acquire the assets of Hancock-Smith, LLC another registered investment adviser. The Firm’s practice is focused on financial issues that are important to high net worth and other individuals and family entities. Currently, the only investment adviser representative of the firm is Roger J. Allen, who is responsible for all aspects of providing investment advice and management of accounts for the firm. Roger J. Allen is the Member/Manager of the Adviser. The Firm provides investment advisory services to high net worth and other individuals and family entities and their related accounts including trusts, family limited partnerships and retirement accounts (“Advisory Accounts”) and has full discretionary authority with respect to investment decisions. Each client’s investment objective(s), goal(s) and risk tolerance(s) are considered in developing an appropriate asset allocation strategy. The Firm is responsible for investing the capital of clients in securities, financial instruments and/or other assets in accordance with the discussed asset allocation strategy. The Adviser's business is to provide discretionary Investment Advisory Services to US citizens and their related accounts including Trusts, Family Limited Partnerships and Retirement Accounts. Each client's investment objective(s), goal(s) and risk tolerance(s) are considered in developing an appropriate asset allocation strategy. Capital appreciation of assets while preserving the assets is the primary objective, income is secondary. Clients are offered a planning process that involves an analysis of savings, investments and insurance. Management of the account(s) is guided by the client's investment objective(s) reflected in the discussed asset allocation strategy. The client shall have the ability to impose restrictions on the management of his or her account, including the ability to instruct the Adviser not to purchase or sell certain mutual funds, stocks or other securities. These restrictions may be a specific company security, industry sector, asset class, or any other restriction the Client requests. 4  Form ADV – Part 2A The Adviser primarily uses active management of stocks, which may be augmented with other equities (ADRs, ETFs, etc.), to manage client accounts. Client accounts are managed in a tax aware manner; however, the Adviser does not provide tax advice or tax planning services. As of December 31, 2025, the Adviser had assets under management approximately $116,022,199.00 on a discretionary basis spread over 96 accounts. Item 5 Fees and Compensation In consideration of the Firm’s investment advisory services, the Firm generally receives a management fee, payable quarterly in advance. The Adviser's annual fee schedule for management of assets only is based upon the assets under management as follows: 1% on the first $10,000,000 0.5% on $10,000,000 to $25,000,000 over $25,000,000 the fee is negotiable Fees may be negotiable at the sole discretion of the Adviser. Fees are charged on a quarterly basis, in advance, based on the balance in the client’s account on the last day of the prior billing period to determine the market value of the assets upon which the advisory fee is based. If authorized by the client, fees will be billed to the client’s account(s) at the custodian within 10 days of quarter end. Otherwise, clients will be billed directly for the management fee. Fees will be assessed pro rata in the event the advisory agreement is executed at any time other than the first day of a calendar quarter. The stated minimum dollar value of assets for opening and/or maintaining Advisory Accounts is currently $500,000, subject to the discretion of the Firm to waive or alter certain account minimums and fees. All fees paid to us for investment advisory services are separate and distinct from the fees and expenses charged by money market funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee and other fund expenses. Accordingly, you should review both the fees charged by the funds and our fees to fully understand the total amount of fees you would pay and evaluate the advisory services we provide. 5  Form ADV – Part 2A In addition to our advisory fees, you are also responsible for the fees and expenses charged by custodians and imposed by broker-dealers, including, but not limited to, wire transfer and electronic fund fees, transfer fees and any transaction charges imposed by a broker-dealer with which we effect transactions for the client's account(s). The Advisory Agreement between the Adviser and the client may be terminated at any time by either party. If the Adviser terminates the Agreement, it will be effective 30 days after notice is given to the client. If the client terminates the Agreement, it will be effective as soon as the notice is received by the Adviser. Clients will incur charges for advisory services rendered up to the point of termination and any unearned fees will be refunded to the client. Neither the Firm nor any of its supervised persons accept compensation for the sale of securities or other investment products. Item 6 Performance-Based Fees and Side-By-Side Management This is not applicable. The Firm does not charge performance-based fees. Item 7 Types of Clients The Adviser provides Investment Advisory Services and other services to high net worth and other individuals and family entities and their related accounts including trusts, family limited partnerships and retirement accounts. The client is required to sign an investment advisory agreement that, among other things, sets forth the nature and scope of the Firm’s investment management authority and the investment objectives, guidelines and restrictions applicable to the management of the Advisory Account. In addition, the stated minimum dollar value of assets for opening and/or maintaining an Advisory Account is currently $500,000, which is negotiated at the sole discretion of the Advisor. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Each client's investment objective(s), goal(s) and risk tolerance(s) are considered in developing an appropriate asset allocation strategy. The Firm is responsible for investing the capital of clients in securities, financial instruments and/or other assets in accordance with the discussed asset allocation strategy. The Firm’s general investment objective for each client is capital appreciation of assets while preserving 6  Form ADV – Part 2A the assets, and income is a secondary objective. The Firm’s security analysis methods include charting, fundamental and technical analysis. The Firm generally establishes only long positions in securities of companies. The investment strategies used to implement any investment advice given to clients include long term purchases (securities held at least one year), short-term purchases (securities sold within one year) and on occasion trading (securities sold within 30 days). Margin transactions are not done, nor options (writing, including covered options, uncovered options or spreading strategies). Each client’s portfolio generally is comprised of ten to twenty long positions. Cash or cash equivalents may be held in the absence of attractive investments. The investment strategies summarized above are not intended to be comprehensive and are qualified in their entirety by the information set forth in the account documents. Fundamental analysis is a technique that attempts to determine a security’s value by focusing on the underlying factors that affect a company's actual business and its future prospects. Fundamental analysis uses real data to evaluate a security's value. It analyzes the economic well-being of a financial entity as opposed to only its price movements. A combination of qualitative and quantitative factors are used to attempt to identify stocks that are undervalued. Both macroeconomic factors such as the overall economy and industry conditions and company-specific factors such as financial condition and management are considered. Technical analysis attempts to determine a security’s value by developing models and trading rules based upon price and volume transformation. Technical analysis assumes that a market’s price reflects all relevant information, so the analysis focuses on the history of a security’s trading behavior rather than external drivers such as economic, fundamental and news events. Technical analysis incorporates the importance of understanding how market participants perceive and act upon relevant information rather than focusing on the information itself. Charting is one type of technical analysis, where the Advisor reviews charts of market and security activity in an attempt to identify when the market is moving up or down and to predict how long the trend may last and when that trend might reverse. The investment strategies used to implement any investment advice given to clients include long term purchases (securities held at least one year), short-term purchases (securities sold within one year) and on occasion trading (securities sold within 30 7  Form ADV – Part 2A days). Margin transactions are not done, nor options (writing, including covered options, uncovered options or spreading strategies). There can be no assurance that clients will achieve their investment objectives or that the Firm’s investment strategies will be successful. Investing in securities involves risk of loss that clients should be prepared to bear. Nothing in this brochure is intended to imply, and no one is or will be authorized to represent, that the Firm’s investment program is low risk or risk free. The various risks outlined below are not the only risks that may be associated with the Firm’s investment strategies and processes. Prospective clients are urged to consult with their own independent financial, legal and tax advisors. General Economic and Market Conditions The success of the Firm’s investment advisory services will be affected by general economic and market conditions, such as changes in interest rates, availability of credit and debt-related issues, inflation rates, economic uncertainty, market volatility, changes in laws (including laws relating to taxation of client’s investments), trade barriers, unemployment rates, release of economic data, currency exchange controls and national and international political circumstances (including wars, terrorist acts, natural disasters, security operations, the European debt crisis or the U.S. budget or debt-ceiling negotiations). These factors may affect the level and volatility of securities prices and the liquidity of clients’ investments. Volatility and/or illiquidity could impair clients’ profitability or result in losses. Clients could incur material losses even if the Firm reacts quickly to difficult market or economic conditions, and there can be no assurance that clients will not suffer material losses and other adverse effects from broad and rapid changes in economic and market conditions in the future. Investment and Trading Risks All investments risk the loss of capital. The Firm’s investment program will or may involve, without limitation, risks associated with limited diversification, equity risks, interest rates, volatility, systems risks and other risks inherent in such activities. Clients’ investments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Firm invests on behalf of clients. The Firm’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical 8  Form ADV – Part 2A indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Limited Diversification and Risk Management Failures At any given time, clients’ portfolios may not be diversified to any material extent and, as a result, clients could experience significant losses if general economic conditions, and, in particular, those relevant to the issuers whose securities are owned by clients, decline. In addition, clients’ portfolios could become significantly concentrated in a limited number of issuers, types of financial instruments, industries, strategies, countries or geographic regions, and any such concentration of risk may increase losses suffered by clients. This limited diversity could expose clients to losses disproportionate to market movements in general. Although the Firm generally will attempt to identify, monitor and manage significant risks, these efforts do not take all risks into account and there can be no assurance that these efforts will be effective. Many risk management techniques are based on observed historical market behavior, but future market behavior may be entirely different. Any inadequacy or failure in risk management efforts could result in material losses for clients. Equity Risks The market price of securities owned by clients may go up or down, sometimes rapidly or unpredictably. There is a risk that the equity securities in clients’ portfolios will decline in value due to factors affecting equity securities markets generally or the sectors in which the Firm invests on behalf of clients. The values of equity securities may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE DESCRIPTION OF ALL OF THE RISKS ASSOCIATED WITH THE INVESTMENT PROGRAM OR INVESTMENT STRATEGIES PURSUED BY THE FIRM ON BEHALF OF CLIENTS. PROSPECTIVE CLIENTS ARE STRONGLY ENCOURAGED TO REVIEW THE APPLICABLE MATERIALS IN THEIR ENTIRETY BEFORE MAKING ANY INVESTMENT DECISIONS. 9  Form ADV – Part 2A Item 9 Disciplinary Information This is not applicable. Item 10 Other Financial Industry Activities and Affiliations The Adviser does not have any other financial industry activities or affiliations. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The Adviser has a Code of Ethics for all supervised persons of the firm describing its high standards of business conduct, and fiduciary duty our client. The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts, a prohibition against participating in or having an interest in a client’s account, and personal securities trading procedures. The Adviser will provide a Code of Ethics to any client or prospective client upon request. The Impartial Conduct Standards The Impartial Conduct Standards specifically require financial institutions and investment professionals to: • • • Give advice that is in the “best interest” of the retirement investor. This best interest standard has two chief components: prudence and loyalty. Under the prudence standard, the advice must meet a professional standard of care as specified in the test of the exemption. Under the loyalty standard, advise providers may not place their own interests ahead of the interests of the retirement investor, or subordinate the retirement investor’s interests to their own. PARTICIPATION IN CLIENT TRANSACTIONS Neither the Firm nor any related person recommends to clients, or buys or sells for client accounts, securities in which the Firm or a related person has a material financial interest. 10  Form ADV – Part 2A PERSONAL TRADING Any member/manager is permitted to trade for their own accounts, and from time to time may buy or sell securities that the Firm trades or recommends for its clients. Any such transaction in the same security as any client is made only after the client's order has been filled. Allowing a member/manager to purchase such securities may motivate such member/manager to engage in “scalping,” which is the practice of attempting to benefit from the increase in price resulting from recommendations to clients. To prevent this practice, the Firm closely monitors the investments made by any member/manager and strictly prohibits “scalping.” TRANSACTIONS INVOLVING CONFLICTS OF INTEREST The Firm may cause clients to enter into transactions and arrangements involving actual or potential conflicts of interest. The Firm will review any transactions involving material conflicts of interest and take such actions as the Firm deems necessary or appropriate in an attempt to ensure that the terms of such transactions are fair and reasonable under the circumstances. PRIVACY POLICY The Firm adheres to a strict Privacy Policy (Pathway Privacy Policy Notice and Pathway Privacy Policy are available under separate cover) reasonably designed to protect various records of clients. Except as otherwise authorized by each client, private information about clients is disclosed only as permitted by applicable law to service providers, including accountants, brokers, custodians, transfer agents and any other parties whose services are necessary or convenient to the operation of the Advisory Account. Item 12 Brokerage Practices Pathway will retain an independent custodian to provide custodial services. The Firm recommends broker-dealers and other counterparties to be used for client transactions to clients. The Firm may designate the broker-dealer(s) to be used in client transactions, unless and until the client designates in writing to the Firm a specific broker-dealer. Once the client selects the broker-dealer, the Firm generally has the authority to negotiate commission rates and other compensation paid by clients to such broker-dealer and counterparties. The Firm does not receive 11  Form ADV – Part 2A compensation from any broker-dealer for any transaction made on behalf of clients and has no financial interest in any broker-dealer. By directing brokerage, the Firm may be unable to achieve most favorable execution of client transactions, and this practice may cost clients more money. The Firm recommends broker-dealers and other counterparties on the basis of best execution and in consideration of (among other things), the available prices and rates of brokerage commissions and the value of an ongoing relationship of the Firm with such brokers and dealers. The broker- dealer also serves as custodian to the client’s Advisory Account, subject to the client’s discretion. BEST EXECUTION We recommend that Clients open brokerage accounts with Charles Schwab & Co., Inc., a broker-dealer, Member FINRA/SIPC (“Schwab”). In recommending broker- dealers, we seek to obtain “best execution,” meaning that we seek to execute securities transactions for Clients so that the total costs or proceeds in each transaction are the most favorable under the circumstances. The factors we consider when evaluating for best execution include: • Execution capability • Commission rate • Financial responsibility • Responsiveness • Custodian capabilities • The value of any research services/brokerage services provided; and • Any other factors that we consider relevant. However, if the Client selects the broker-dealer of their own choosing, we may be unable to seek best execution of your transactions, and your commission costs may be different than those of our recommended broker-dealers. In addition, due to market conditions or other circumstances beyond our control, it could inadvertently occur that your transactions could be executed after we place transactions for other Clients using our recommended broker-dealers. SOFT DOLLARS The Firm does not receive research or other products or services other than execution from a broker-dealer or a third party in connection with client securities transactions. 12  Form ADV – Part 2A However, the custodian provides us with access to certain brokerage and research products and services that qualify as "brokerage or research services" under Section 28(e) of the Securities Exchange Act of 1934 ("Exchange Act"). These research products and/or services will assist the Advisor in its investment decision making process. Such research generally will be used to service all of the Adviser’s clients, but brokerage charges paid by the client may be used to pay for research that is not used in managing the client’s account. The account may pay to a Broker-Dealer a charge greater than another qualified Broker-Dealer might charge to effect the same transaction where the Advisor determines in good faith that the charge is reasonable in relation to the value of the brokerage and research services received. There may be other benefits from recommending a custodian such as software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from its clients' accounts; and (v) assist with back-office functions, recordkeeping and client reporting. While we do not pay a fee for these products/services, all Client accounts may not be the direct or exclusive beneficiary of such products/services. Based upon the receipt of such services and information, we may have an incentive to select a broker-dealer based upon our desire to receive these services rather than receiving best execution for you. However, as described under “Best Execution”, in seeking best execution, the determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Broker-Dealer’s services including the value of research provided, execution capability, commission rates, and responsiveness. The Firm generally allocates investment opportunities among clients in a fair and equitable manner based upon, among other things, the investment objectives, guidelines and restrictions, risk profiles, financial conditions and tax status of each client. ALLOCATION OF INVESTMENT OPPORTUNITIES The Firm generally allocates investment opportunities among clients in a fair and equitable manner based upon, among other things, the investment objectives, guidelines and restrictions, risk profiles, financial conditions and tax status of each client. 13  Form ADV – Part 2A ORDER AGGREGATION The Firm may place aggregated orders or block trades for multiple clients when advantageous to clients, when not favoring certain clients over other client, when consistent with the duty of best execution and only for sell-side transactions. The Firm’s primary consideration is fair and equitable treatment of all clients, and not simply lowering commissions. Item 13 Review of Accounts The Firm generally conducts reviews of clients’ portfolios on a daily basis when the U.S. markets are open. Reviews may be triggered by material market, economic or political events, or by changes to client’s financial situations (such as retirement, termination of employment, physical move, or inheritance). When opening an advisory account, the Adviser obtains information from the client regarding the client's financial situation and investment objectives. The Advisor meets with the client at least annually to conduct a formal review of each portfolio to assure that the securities in the portfolio meet the guidelines of each client's asset allocation strategy and to determine if there have been any changes in the client's financial situation or investment objectives. The Adviser is always reasonably available to the client for consultation. Currently, there is one investment adviser representative of the firm, Roger Allen, who is responsible for all aspects of providing investment advice and management of accounts for the firm. Mr. Allen reviews accounts throughout every day the US markets are open. Clients receive month-end brokerage statements directly from the chosen broker- dealer. Clients are also offered quarterly reports directly from the chosen broker- dealer that describes account balances and fees payable. The broker-dealers also generate trade confirmations, monthly and annual account statements, cost basis reporting and tax statements. Performance calculations based upon current AIMR performance reporting standards are maintained internally and are provided to clients at any time upon request. All such statements and reports are written. Clients are urged to compare any reports that they receive from the Firm or its agents with the statements provided by their custodians. 14  Form ADV – Part 2A Item 14 Client Referrals and Other Compensation Charles Schwab & Co., Inc. Advisor Services provides the Firm with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, 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. For the Firm’s client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to the Firm other products and services that benefit the Firm but may not benefit its clients’ accounts. These benefits may include national, regional or Firm specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of the Firm by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist the Firm in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of the Firm’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of the firm’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to the Firm other services intended to help the Firm manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, 15  Form ADV – Part 2A publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to the Firm by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to the Firm. The Firm is independently owned and operated and not affiliated with Charles Schwab & Co., Inc. Advisor Services. The Firm currently does not compensate any third party for client or investor referrals. Item 15 Custody The Adviser does not have physical custody of any accounts or assets. Client accounts are generally custodied at an independent custodian. However, the Adviser does have constructive custody of client account(s) since the Adviser has the ability of deduct the client’s quarterly fees from the customer’s account at the custodian. Custody is also disclosed in Form ADV because the Adviser has authority to transfer money from client account(s), which constitutes a standing letter or authorization (SLOA). Accordingly, the Adviser will follow the safeguards specified by the SEC rather than undergo an annual audit. Clients receive month-end brokerage statements directly from the chosen broker- dealer/custodian. The broker-dealer/custodian also generates trade confirmations, monthly and annual account statements, cost basis reporting and tax statements. Clients are urged to compare any reports that they receive from the Firm or its agents with the statements provided by their custodian. Item 16 Investment Discretion The Firm generally has discretionary power and authority over the types of financial instruments to be bought or sold, as well as the amount to be bought or sold on behalf of clients in accordance with the applicable investment advisory agreement. In addition, the Firm generally has the authority to negotiate commission rates and other compensation paid by clients to broker-dealer and counterparties. The client shall have the ability to impose restrictions on the management of his or her account, including the ability to instruct the Adviser not to purchase or sell 16  Form ADV – Part 2A certain mutual funds, stocks or other securities. These restrictions may be a specific company security, industry sector, asset class, or any other restriction the Client requests. Item 17 Voting Client Securities The Adviser does not vote client securities. The client retains the responsibility for receiving and voting proxies for any and all securities maintained in his or her portfolios. You may contact your investment adviser representative with the Firm if you have any questions regarding voting proxies. The custodian will forward copies of all proxies and shareholder communications relating to the client’s account assets directly to the client. Item 18 Financial Information The Adviser does not have any financial impairment that will preclude it from meeting contractual commitments to clients. The Adviser does not require nor solicit prepayment of more than $1,200 in fees per client, six months or more in advance and therefore does not need to include a balance sheet with this brochure. 17