RUBICON ADVISORS, GP

Item 1: Cover Page Part 2A of Form ADV: Firm Brochure March 2025 1640 E. Cypress Avenue, Suite A Redding, CA 96002 www.rubiconadvisors.com Firm Contact: Steven Boero Chief Compliance and Personnel Officer This brochure provides information about the qualifications and business practices of Rubicon Advisors, GP dba Rubicon Advisors. If clients have any questions about the contents of this brochure, please contact us at (530) 223-5357 or steven.boero@lpl.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 our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD #174447. Please note that the use of the term “registered investment adviser” and description of our firm and/or our associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise clients for more information on the qualifications of our firm and our employees.  Item 2: Material Changes Rubicon Advisors is required to make clients aware of information that has changed since the last annual update to the Firm Brochure (“Brochure”) and that may be important to them. Clients can then determine whether to review the brochure in its entirety or to contact us with questions about the changes. Since the last annual amendment filed on 03/29/2024, we have no material changes to report. ADV Part 2A – Firm Brochure Page 2 Rubicon Advisors  Item 3: 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 & Compensation ............................................................................................................................................. 8 Item 6: Performance-Based Fees & Side-By-Side Management ......................................................................... 11 Item 7: Types of Clients & Account Requirements .................................................................................................. 11 Item 8: Methods of Analysis, Investment Strategies & Types of Risk .............................................................. 11 Item 9: Disciplinary Information..................................................................................................................................... 17 Item 10: Other Financial Industry Activities & Affiliations .................................................................................. 18 Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading ............. 18 Item 12: Brokerage Practices ........................................................................................................................................... 19 Item 13: Review of Accounts or Financial Plans ....................................................................................................... 22 Item 14: Client Referrals & Other Compensation ..................................................................................................... 22 Item 15: Custody .................................................................................................................................................................... 23 Item 16: Investment Discretion ....................................................................................................................................... 24 Item 17: Voting Client Securities ..................................................................................................................................... 24 Item 18: Financial Information ........................................................................................................................................ 25 ADV Part 2A – Firm Brochure Page 3 Rubicon Advisors  Item 4: Advisory Business Our firm is a full service financial services firm that was organized in January 2015 as a California general partnership and registered as an investment adviser in March of 2015. Our firm is owned by Steven Boero and Brian Russell. We assist clients throughout the U.S. who want objectivity without any product or sales influence. We begin our investment process by determining our clients’ financial and personal goals as well as their risk tolerance. This process is very important and key to the success of the financial goals. Our highest priority is to create value and confidence for our clients by offering the following comprehensive services: Investment management • Portfolio analysis • Asset allocation design • • Estate planning • Retirement planning • College funding strategies We recognize that our clients lead active and complex lives. They understand that managing their investments is more complicated and time-consuming than ever before. They acknowledge that working with specialized investment professionals provides them with a level of confidence and security. Wealth accumulation and estate preservation includes coordinating our planning with tax, legal and insurance professionals. We follow a disciplined approach to balance risk and return, and believe that educating clients enables them to make informed decisions. For more information on our firm, we invite you explore our website, call, or email us. We look forward to discussing your personal needs and how we might provide investment and planning services support to you. Types of Advisory Services Offered Comprehensive Portfolio Management: Our firm provides ongoing investment advice and management on assets in the client’s custodial Strategic Wealth Management (SWM) account held at LPL Financial. Strategic Wealth Management is the name of the custodial account offered through LPL to support investment advisory services provided by Rubicon Advisors to our clients. More specific account information and acknowledgements are further detailed on the account application and the account agreement. As part of our Comprehensive Portfolio Management service, a portfolio is created, consisting of individual stocks, bonds, exchange traded funds (“ETFs”), options, mutual funds and other public and private securities or investments. The client’s individual investment strategy is tailored to their specific needs and may include some or all of the previously mentioned securities. Portfolios will be designed to meet a particular investment goal, determined to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. ADV Part 2A – Firm Brochure Page 4 Rubicon Advisors  LPL Sponsored Advisory Programs: When appropriate we have the ability to provide advisory services through certain programs sponsored by LPL Financial, LLC (“LPL”). Below is a brief description of each LPL advisory program available to us. Annualized fees for participation in LPL advisory programs vary up to maximum of 1.80%. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the potential conflicts of interest presented by the programs please see the LPL Financial Form ADV Part 2 or the applicable LPL program’s Wrap Fee Program Brochure and the applicable LPL Financial client agreement. • Manager Access Select Program (“MAS”): MAS provides clients access to the investment advisory services of professional portfolio management firms for the individual management of client accounts. We will assist client in identifying a third-party portfolio manager (Portfolio Manager) from a list of Portfolio Managers made available by LPL Financial. The Portfolio Manager manages client’s assets on a discretionary basis. We will provide initial and ongoing assistance regarding the Portfolio Manager selection process. A minimum account value of $100,000 is required for Manager Access Select, however, in certain instances, the minimum account size may be lower or higher. • Optimum Market Portfolios Program (“OMP”): OMP offers clients the ability to participate in a professionally managed asset allocation program using Optimum Funds Class I shares. Under OMP, the client will authorize LPL Financial on a discretionary basis to purchase and sell Optimum Funds pursuant to investment objectives chosen by the client. We will assist the client in determining the suitability of OMP for the client and assist the client in setting an appropriate investment objective. Adviser will have discretion to select a mutual fund asset allocation portfolio designed by LPL consistent with the client’s investment objective. LPL Financial will have discretion to purchase and sell Optimum Funds pursuant to the portfolio selected for the client. LPL Financial will also have authority to rebalance the account. A minimum account value of $15,000 is required for OMP. • Model Wealth Portfolios Program (“MWP”): MWP offers clients a professionally managed mutual fund asset allocation program. We will obtain the necessary financial data from the client, assist the client in determining the suitability of the MWP program and assist the client in setting an appropriate investment objective. We initiate the steps necessary to open an MWP account and have discretion to select a model portfolio designed by LPL Financial’s Research Department consistent with the client’s stated investment objective. LPL Financial’s Research Department is responsible for selecting the mutual funds within a model portfolio and for making changes to the mutual funds selected. The client will authorize LPL Financial to act on a discretionary basis to purchase and sell mutual funds, including in certain circumstances exchange traded funds and to liquidate previously purchased securities. The client will also authorize LPL Financial to effect rebalancing for MWP accounts. ADV Part 2A – Firm Brochure Page 5 Rubicon Advisors  The MWP program may make available model portfolios designed by strategists other than LPL’s Research Department. If such models are made available, we will have discretion to choose among the available models designed by LPL and outside strategists. A minimum account value of $100,000 is required for MWP. • Personal Wealth Portfolios Program (“PWP”): PWP offers clients an asset management account using asset allocation model portfolios designed by LPL Financial. We will have discretion for selecting the asset allocation model portfolio based on client’s investment objective. We will also have discretion for selecting third party money managers (PWP advisors) or mutual funds within each asset class of the model portfolio. LPL Financial will act as the overlay portfolio manager on all PWP accounts and will be authorized to purchase and sell on a discretionary basis mutual funds and equity and fixed income securities. A minimum account value of $250,000 is required for PWP. • Guided Wealth Portfolios Program (“GWP”): GWP offers clients the ability to participate in a centrally managed, algorithm-based investment program, which is made available to users and clients through a web-based, interactive account management portal (“Investor Portal”). Investment recommendations to buy and sell open-end mutual funds and exchange-traded funds are generated through proprietary, automated, computer algorithms (collectively, the “Algorithm”) of Xulu, Inc., doing business as FutureAdvisor (“FutureAdvisor”), based upon model portfolios constructed by LPL and selected for the account as described below (such model portfolio selected for the account, the “Model Portfolio”). Communications concerning GWP are intended to occur primarily through electronic means (including but not limited to, through email communications or through the Investor Portal), although our firm will be available to discuss investment strategies, objectives or the account in general in person or via telephone. A preview of the GWP Program (the “Educational Tool”) is provided for a period of up to 45 days to help users determine whether they would like to become advisory clients and receive ongoing financial advice from LPL, FutureAdvisor and our firm by enrolling in the advisory service (the “Managed Service”). The Educational Tool and Managed Service are described in more detail in the GWP Program Brochure. Users of the Educational Tool are not considered to be advisory clients of LPL, FutureAdvisor or our firm, do not enter into an advisory agreement with LPL, FutureAdvisor or our firm, do not receive ongoing investment advice or supervisions of their assets, and do not receive any trading services. A minimum account value of $5,000 is required to enroll in the Managed Service. Financial Planning & Consulting: Our firm provides a variety of standalone financial planning and consulting services to clients for the management of financial resources based upon an analysis of current situation, goals, and objectives. Financial planning services will typically involve preparing a financial plan or rendering a financial consultation for clients based on the client’s financial goals and objectives. This planning or consulting may encompass Investment Planning, Retirement Planning, Estate Planning, Charitable Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study, Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of Credit Evaluation, or Business and Personal Financial Planning. ADV Part 2A – Firm Brochure Page 6 Rubicon Advisors  Written financial plans or financial consultations rendered to clients usually include general recommendations for a course of activity or specific actions to be taken by the clients. Implementation of the recommendations will be at the discretion of the client. Our firm provides clients with a summary of their financial situation, and observations for financial planning engagements. Financial consultations are not typically accompanied by a written summary of observations and recommendations, as the process is less formal than the planning service. Assuming that all the information and documents requested from the client are provided promptly, plans or consultations are typically completed within 6 months of the client signing a contract with our firm. Retirement Plan Consulting: Our firm provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising may include: • • Establishing an Investment Policy Statement – Our firm will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. Investment Options – Our firm will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. • • Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation and tolerance for risk. Investment Monitoring – Our firm will monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility. • Participant Education – Our firm will provide opportunities to educate plan participants about their retirement plan offerings, different investment options, and general guidance on allocation strategies. In providing services for retirement plan consulting, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Tailoring of Advisory Services Our firm offers individualized investment advice to our Comprehensive Portfolio Management clients. General investment advice will be offered to our Financial Planning & Consulting and Retirement Plan Consulting clients. ADV Part 2A – Firm Brochure Page 7 Rubicon Advisors  Each Comprehensive Portfolio Management client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Participation in Wrap Fee Programs Our firm offers a wrap fee program as further described in Part 2A, Appendix 1 (the “Wrap Fee Program Brochure”). Our firm does not manage wrap fee accounts in a different fashion than non- wrap fee accounts. All accounts are managed on an individualized basis according to the client’s investment objectives, financial goals, risk tolerance, etc. Regulatory Assets Under Management As of December 31, 2024, our firm manages $340,182,241 on a discretionary basis and $0 on a non- discretionary basis. Item 5: Fees & Compensation Compensation for Our Advisory Services Comprehensive Portfolio Management: The maximum annual fee to be charged to the client’s account(s) will not exceed 1.75% The fee to be assessed to each account will be detailed in the client’s signed advisory agreement, LPL Account Application or LPL Tiered Fee Authorization form. The total estimated fee, as well as the ultimate fee charged, is based on the number of client’s asset managed by our firm as well as the scope and complexity of our engagement with the client. Fees are billed on a pro-rata basis quarterly in advance based on the value of the account(s) on the last day of the previous quarter. Fees are negotiable and will be deducted from the account(s). Please note that fees will be adjusted for deposits and withdrawals made during the quarter. If accounts are opened during the quarter, the pro-rata advisory fees will be deducted during the next regularly scheduled billing cycle. Our firm bills on cash unless indicated otherwise in writing. In rare cases, our firm will agree to direct bill clients. As part of this process, Clients understand the following: a) LPL as the client’s custodian sends statements at least quarterly, showing all disbursements for each account, including the amount of the advisory fees paid to our firm; b) Clients provide authorization permitting LPL to deduct these fees; c) LPL calculates the advisory fees for all fee schedules and deducts them from the client’s account. ADV Part 2A – Firm Brochure Page 8 Rubicon Advisors  LPL Sponsored Advisory Programs: The account fee charged to the client for each LPL advisory program is negotiable, subject to the following maximum account fees which includes the third-party manager fees: Advisory Program Manager Access Select Model Wealth Portfolio Optimum Market Portfolio Personal Wealth Portfolio Guided Wealth Portfolio Annual Percentage of Assets Charge Up to 1.80% Up to 1.80% Up to 1.80% Up to 1.80% Up to 1.35% LPL has a separate billing process which we have no control over. In general, they will directly bill you and a portion of this fee will be paid to our firm and will be outlined their separate written disclosure documents. Financial Planning & Consulting: Our firm charges on an hourly or flat fee basis for financial planning and consulting services. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. The maximum hourly fee to be charged will not exceed $350. Flat fees will not exceed $5,000. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Our firm will not require a retainer exceeding $1,200 when services cannot be rendered within 6 months. Retirement Plan Consulting: Our Retirement Plan Consulting services are billed on an hourly, flat fee basis, or a fee based on the percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Other Types of Fees & Expenses Non-Wrap Clients will incur transaction fees for trades executed by their chosen custodian, via individual transaction charges. These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. LPL Financial’s trading platform (“SWM”) offers a variety of investments including, but not limited to, individual stocks, individual bonds, exchange traded funds (“ETFs”), and mutual funds. Over the course of the last twelve months, LPL Financial has made available to our firm a suite of $0 transaction fee mutual funds and ETFs. As a SWM client, you are responsible for covering the transaction fee costs. Thus, these new offerings can potentially benefit you as you would no longer be paying transaction costs associated with each trade in those types of investments. However, the limited number of ETFs and mutual funds available to us may have higher overall expenses than other types of ETFs and mutual funds offered by LPL Financial. Therefore, while our firm considers transaction fees in its buying decisions, they are not our firm’s sole deciding factor. Our firm’s primary focus is what is in the best interest of the client and their portfolio. Thus, our firm will base our decisions on a number of factors including, but not limited to, the merits of the investments, how ADV Part 2A – Firm Brochure Page 9 Rubicon Advisors  that investment fits within your investment objectives, risk level, and your investment goals. We will also consider the overall fees of the investment, performance objectives of the investment, and actual investments within the particular ETF or mutual fund. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management fees and other fund expenses), initial or deferred sales charges, mutual fund sales loads, 12b-1 fees (in extremely rare cases when charged by the only available mutual fund share class), surrender charges, variable annuity fees, IRA and qualified retirement plan fees. Our firm does not receive a portion of these fees. Wrap clients will not incur transaction costs for trades by their chosen custodian. More information about this can be found in our separate Wrap Fee Program Brochure. Termination & Refunds Either party may terminate the signed advisory agreement at any time. Upon receipt of your notice of termination, LPL will process a pro-rate refund of the unearned portion of the advisory fees charged in advance at the beginning of the quarter. Financial Planning & Consulting clients may terminate their agreement at any time before the delivery of a financial plan by providing written notice. For purposes of calculating refunds, all work performed by us up to the point of termination shall be calculated at the hourly fee currently in effect. Clients will receive a pro-rata refund of unearned fees based on the time and effort expended by our firm. Either party to a Retirement Plan Consulting Agreement may terminate at any time by providing written notice to the other party. Full refunds will only be made in cases where cancellation occurs within 5 business days of signing an agreement. After 5 business days from initial signing, either party must provide the other party 30 days written notice to terminate billing. Billing will terminate 30 days after receipt of termination notice. Clients will be charged on a pro-rata basis, which takes into account work completed by our firm on behalf of the client. Clients will incur charges for bona fide advisory services rendered up to the point of termination (determined as 30 days from receipt of said written notice) and such fees will be due and payable. Commissionable Securities Sales Representatives of our firm are registered representatives of LPL Financial, LLC (“LPL Financial”), member FINRA/SIPC. As such they are able to accept compensation for the sale of securities or other investment products, including distribution or service (“trail”) fees from the sale of mutual funds. Clients should be aware that the practice of accepting commissions for the sale of securities presents a conflict of interest and gives our firm and/or our representatives an incentive to recommend investment products based on the compensation received. Our firm generally addresses commissionable sales conflicts that arise when explaining to clients these sales create an incentive to recommend based on the compensation to be earned and/or when recommending commissionable mutual funds, explaining that “no-load” funds are also available. Our firm does not prohibit clients from purchasing recommended investment products through other unaffiliated brokers or agents. ADV Part 2A – Firm Brochure Page 10 Rubicon Advisors  Item 6: Performance-Based Fees & Side-By-Side Management Our firm does not charge performance-based fees. Item 7: Types of Clients & Account Requirements The advisory services offered by our firm are available for individuals, individual retirement accounts (“IRAs”), banks and thrift institutions, pension and profit sharing plans, including plans subject to Employee Retirement Income Security Act of 1974 (“ERISA”), trusts, estates, charitable organizations, state and municipal government entities, corporations and other business entities. However, our firm generally provides investment advice to individuals and high net worth individuals. Our firm is currently not working with other types of clients or pursuing them as prospects, but would not turn away any opportunities that may arise. Our firm does not impose requirements for opening and maintaining SWM accounts or otherwise engaging with us. However, LPL Financial Sponsored Advisory Programs have the following account minimums: • Optimum Market Portfolios Program (OMP): $15,000 • Personal Wealth Portfolios Program (PWP): $250,000 • Model Wealth Portfolios Program (MWP): $25,000 • Manager Access Select Program (MAS): $100,000 (in certain instances, the minimum account size may be lower or higher). • Guided Wealth Portfolio (GWP): $5,000 For customized advisory services, any required minimum account value will be set out in the client agreement. Item 8: Methods of Analysis, Investment Strategies & Types of Risk Methods of Analysis Each of our firm’s Investment Advisor Representatives (“IARs”) has their own portfolio management style, methods of analysis, and investment strategies. We emphasize continuous and regular account supervision. As part of our Comprehensive Portfolio Management service, our firm’s IARs generally create a portfolio, consisting of individual stocks or bonds, exchange traded funds (“ETFs”), options, mutual funds and other public and private securities or investments. The client’s individual investment strategy is tailored by their IAR to their specific needs and may include some or all of the previously mentioned securities. Each portfolio will be initially designed to meet a particular investment goal, which we determine to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined, we review the portfolio at least quarterly and if necessary, rebalance the portfolio based upon the client’s individual needs, stated goals and ADV Part 2A – Firm Brochure Page 11 Rubicon Advisors  objectives. Each client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Our firm’s IARs use various methods of analysis, which may include charting, fundamental, and/or technical analysis in order to formulate investment advice when managing assets. Depending on the analysis, the IAR will implement a long or short-term trading strategy based on the particular objectives and risk tolerance of a particular client. Investment Strategies We Use We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Closed-End Funds: Client should be aware that closed-end funds are not readily marketable. In an effort to provide investor liquidity, the funds may offer to repurchase a certain percentage of shares at net asset value on a periodic basis. Thus, clients may be unable to liquidate all or a portion of their shares in these types of funds. Exchange-Traded Funds (ETFs): ETFs are typically investment companies that are legally classified as open end mutual funds or UITs. However, they differ from traditional mutual funds, in particular, in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly-traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and the ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity, and is generally lower if the ETF has a lot of trading volume and market liquidity and higher if the ETF has little trading volume and market liquidity. Although many ETFs are registered as an investment company under the Investment Company Act of 1940 like traditional mutual funds, some ETFs, in particular those that invest in commodities, are not registered as an investment company. Exchange-Traded Notes (ETNs): An ETN is a senior unsecured debt obligation designed to track the total return of an underlying market index or other benchmark. ETNs may be linked to a variety of assets, for example, commodity futures, foreign currency and equities. ETNs are similar to ETFs in that they are listed on an exchange and can typically be bought or sold throughout the trading day. However, an ETN is not a mutual fund and does not have a net asset value; the ETN trades at the prevailing market price. Some of the more common risks of an ETN are as follows. The repayment of the principal, interest (if any), and the payment of any returns at maturity or upon redemption are dependent upon the ETN issuer’s ability to pay. In addition, the trading price of the ETN in the secondary market may be adversely impacted if the issuer’s credit rating is downgraded. The index or asset class for performance replication in an ETN may or may not be concentrated in a specific sector, asset class or country and may therefore carry specific risks. Mutual Funds: A mutual fund is a company that pools money from many investors and invests the money in a variety of differing security types based the objectives of the fund. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares is the fund’s per share net asset value (“NAV”) plus any shareholder fees that the fund imposes at the time of purchase (such as sales loads). Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence ADV Part 2A – Firm Brochure Page 12 Rubicon Advisors  which securities the fund manager buys and sells or the timing of those trades. With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which is calculated daily after market close. Our firm may utilize a variety of mutual funds through the use of custodial platform which allows for over 5,000 different mutual funds including, but not limited to Bond, Stock, Balanced, Alternate Strategy, Hedge, Fund-of-Hedge, and Managed Futures Funds. The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed by an investment adviser who researches, selects, and monitors the performance of the securities purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds.; (c) Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed on redemption. Mutual funds also have features that some investors might view as disadvantages: (a) Investors will have management and transaction fees regardless of how the fund performs. However, the management fees are worked into the NAV by the fund company. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distribution they receive (only on after tax accounts). This includes instances where the fund went on to perform poorly after purchasing shares.; (b) Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades.; and (c) With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them (on after tax accounts). Moreover, in addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. (on after tax accounts) That is because the law requires mutual funds to distribute capital gains to shareholders if they sell securities for a profit, and cannot use losses to offset these gains. Non-Traded BDC: Business Development Companies are companies that lend to new, thinly traded and often distressed companies with poor credit ratings. A non-traded BDC is typically used with an ADV Part 2A – Firm Brochure Page 13 Rubicon Advisors  investment objective of generating current income, capital growth or both. A non-traded BDC also is typically a closed-end fund and has no secondary market through which to buy or sell shares. Investing in Business Development Companies carries inherent risks including a lack of liquidity on a secondary market, credit risks and the frequency and amount of distributions is not guaranteed. Non-Traded Closed-End (“CEF”)/Interval Funds: Non-Traded CEF’s are closed-end funds that are not listed on an exchange with shares do not trade on the secondary market. They are not required to have specific levels of liquidity for investors, but may have tender offer programs that buy back shares from investors. Many nontraded CEFs have liquidity features not too different than interval funds, but slightly lower levels per period. Some risks involved with CEFs include the program not giving clients the right to redeem their shares as well as the possibility that a secondary market may not exist. Therefore, clients may not be able to liquidate all or a portion of their shares in these types of funds. While the fund may from time to time offer to repurchase shares, it is not obligated to do so (unless it has been structured as an "interval fund"). An interval fund is a type of closed-end fund with shares that do not trade on the secondary market. Instead the fund periodically offers to buy back a percentage of outstanding shares at net asset value (NAV). Interval funds are largely illiquid compared with other funds. The illiquid, long-term structure of interval funds helps restrict normal investor “buy high/sell low” behavior. The returns on interval funds are significantly higher than those of open-end mutual funds. They also provide retail investors with access to institutional-grade alternative investments with relatively low minimums. Interval funds are also often less volatile and market reactive since investments are not tied to equities. The risk involved with interval funds include limited liquidity compared to open-end mutual funds. Since repurchase is done on a pro rata basis, there is no guarantee that clients will be able to sell all shares during a redemption window. Although yields are higher, so are fee compared to open-end mutual funds. The minimum investment is relatively high when compared to the minimum for open- end mutual funds. There is also both a transparency and conflict-of-interest issue if our firm is allowed to invest in other funds of the fund sponsor. Non-Traded Real Estate Investment Trusts (“REITs”): A REIT is a tax designation for a corporate entity which pools capital of many investors to purchase and manage real estate. Many REITs invest in income-producing properties in the office, industrial, retail, and residential real estate sectors. REITs are granted special tax considerations which can significantly reduce or eliminate corporate income taxes. In order to qualify as a REIT and for these special tax considerations, REITs are required by law to distribute 90% of their taxable income to investors. REITs can be traded on a public exchange like a stock, or be offered as a non-traded REIT. REITs, both public exchange-traded and non-traded, are subject to risks including volatile fluctuations in real estate prices, as well as fluctuations in the costs of operating or managing investment properties, which can be substantial. Many REITs obtain management and operational services from companies and service providers which are directly or indirectly related to the sponsor of the REIT, which presents a potential conflict of interest that can impact returns on investments. Non-traded REITs include: (i) A REIT that is registered with the Securities and Exchange Commission (SEC) but is not listed on an exchange or over-the-counter market (non-exchange traded REIT); or, (i) a REIT that is sold pursuant to an exemption to registration (Private REIT). Non-traded REITs are generally blind pool investment vehicles. Blind pools are limited partnerships which do not explicitly state their future investments prior to beginning their capital-raising phase. During this period of capital-raising, non-traded REITs often pay distributions to their investors. ADV Part 2A – Firm Brochure Page 14 Rubicon Advisors  The risks of non-traded REITs are varied and significant. Because they are not exchange-traded investments, they are often lack a developed secondary market, thus making them illiquid investments. As blind pool investment vehicles, non-traded REITs’ initial share prices are not related to the underlying value of the properties. This is because non-traded REITs begin and continue to purchase new properties as new capital is raised. Thus, one risk for non-traded REITs is the possibility that the blind pool will be unable to raise enough capital to carry out its investment plan. After the capital raising phase is complete, non-traded REIT shares are infrequently re-valued and thus may not reflect the true net asset value of the underlying real estate investments. Non-traded REITs often offer investors a redemption program where the shares can be sold back to the sponsor, however, those redemption programs are often subject to restrictions and may be suspended at the sponsor’s discretion. While non-traded REITs may pay distributions to investors at a stated target rate during the capital-raising phases, the funds used to pay such distributions may be obtained from sources other than cash flow from operations, and such financing can increase operating costs. Options: Certain types of option trading are permitted in order to generate income or hedge a security held in the program account; namely, the selling (writing) of covered call options or the purchasing of put options on a security held in the program account. Client should be aware that the use of options involves additional risks. The risks of covered call writing include the potential for the market to rise sharply. In such case, the security may be called away and the program account will no longer hold the security. The risk of buying long puts is limited to the loss of the premium paid for the purchase of the put if the option is not exercised or otherwise sold by the program account. Private Equity: Private equity is an equity investment into non-quoted companies. The private equity investor looks at an investment prospect as investing in a company as opposed to investing in a company's stock. Private equity funds hold illiquid positions (for which there is no active secondary market) and typically only invest in the equity and debt of target companies, which are generally taken private and brought under the private equity manager's control. Risks associated with private equity include: • Funding Risk: The unpredictable timing of cash flows poses funding risks to investors. Commitments are contractually binding and defaulting on payments results in the loss of private equity partnership interests. This risk is also commonly referred to as default risk. • Liquidity Risk: The illiquidity of private equity partnership interests exposes investors to asset liquidity risk associated with selling in the secondary market at a discount on the reported NAV. • Market Risk: The fluctuation of the market has an impact on the value of the investments held in the portfolio. • Capital Risk: The realization value of private equity investments can be affected by numerous factors, including (but not limited to) the quality of the fund manager, equity market exposure, interest rates and foreign exchange. Structured Products: Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer’s ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is downgraded. Some structured products offer full protection of the principal invested, others offer ADV Part 2A – Firm Brochure Page 15 Rubicon Advisors  only partial or no protection. Investors may be sacrificing a higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. An investor in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. There may be little or no secondary market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC are subject to applicable FDIC limits. Variable Annuities: If client purchases a variable annuity, client will receive a prospectus and should rely solely on the disclosure contained in the prospectus with respect to the terms and conditions of the variable annuity. Client should also be aware that certain riders purchased with a variable annuity may limit the investment options and the ability to manage the subaccounts. Fixed Annuities (“FA”): A fixed annuity is a type of annuity contract that allows for the accumulation of capital on a tax-deferred basis. In exchange for a lump sum of capital, a life insurance company credits the annuity account with a guaranteed fixed rate of interest while guaranteeing the principal investment. A fixed annuity can be annuitized to provide the annuitant with a guaranteed income payout for a specified term of life. Features as well as risks associated with FAs may include: • The rates on fixed annuities are derived from the yield a life insurance company generates from its investment portfolio, which is invested primarily in high-quality corporate and government bonds. The yield is typically higher than the yield on equivalent, riskless investments and is often guaranteed for a period of one to 10 years. • As a measure of protection against declining interest rates, fixed annuity contracts include a minimum rate guarantee. • Fixed annuities may be converted to an immediate annuity at any time to generate a guaranteed income payout for a specified period of time or for the life of the annuity. • The capital invested in a fixed annuity is guaranteed by the life insurance company. For that reason, investors should only consider investing with life insurance companies rated A or better for their financial strength. • Fixed annuities allow for one annual withdrawal per year up to 10% of the account value. During the surrender period, which runs from three to 10 years from the start of the contract, withdrawals over 10% are subject to a surrender charge. The surrender charge declines each year so that, when it reaches zero, withdrawals can be made without penalty. Withdrawals made prior to age 59 ½ may be subject to a tax penalty of 10% in addition to ordinary income taxes. • When the earnings are withdrawn or taken as income, they are taxed as ordinary income. Margin Accounts: Client should be aware that margin borrowing involves additional risks. Margin borrowing will result in increased gain if the value of the securities in the account go up, but will result in increased losses if the value of the securities in the account goes down. The custodian, acting as the client’s creditor, will have the authority to liquidate all or part of the account to repay any portion of the margin loan, even if the timing would be disadvantageous to the client. For performance illustration purposes, the margin interest charge will be treated as a withdrawal and will, therefore, not negatively impact the performance figures reflected on the quarterly advisory reports. ADV Part 2A – Firm Brochure Page 16 Rubicon Advisors  Types of Risk Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may increase and the account(s) could enjoy a gain, it is also possible that the stock market may decrease and the account(s) could suffer a loss. It is important that clients understand the risks associated with investing in the stock market, are appropriately diversified in investments, and ask any questions: Market Risk: The risk that the value of securities may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generally or particular industries. Interest Rate Risk: The risk that fixed income securities will decline in value because of an increase in interest rates; a bond or a fixed income fund with a longer duration will be more sensitive to changes in interest rates than a bond or bond fund with a shorter duration. Credit Risk: The risk that an investor could lose money if the issuer or guarantor of a fixed income security is unable or unwilling to meet its financial obligations. ETF & Mutual Fund Risk: When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients will also incur brokerage costs when purchasing ETFs. Liquidity Risk: Certain assets may not be readily converted into cash or may have a very limited market in which they trade. Thus, you may experience the risk that your investment or assets within your investment may not be able to be liquidated quickly, thus, extending the period of time by which you may receive the proceeds from your investment. Liquidity risk can also result in unfavorable pricing when exiting (i.e., not being able to quickly get out of an investment before the price drops significantly) a particular investment and therefore, can have a negative impact on investment returns. Description of Material, Significant or Unusual Risks Our firm generally invests client cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments. Ultimately, our firm tries to achieve the highest return on client cash balances through relatively low-risk conservative investments. In most cases, at least a partial cash balance will be maintained in a money market account so that our firm may debit advisory fees for our services related to our services, as applicable. Item 9: Disciplinary Information There are no legal or disciplinary events that are material to the evaluation of our advisory business or the integrity of our management. ADV Part 2A – Firm Brochure Page 17 Rubicon Advisors  Item 10: Other Financial Industry Activities & Affiliations Representatives of our firm are registered representatives of LPL Financial, member FINRA/SIPC. In addition, representatives of our firm are also licensed insurance agents. As a result of these transactions, they receive normal and customary commissions. A conflict of interest exists as these commissionable securities sales create an incentive to recommend products based on the compensation earned. To mitigate this potential conflict, our firm will act in the client’s best interest. Certain representatives of our firm are Certified Public Accountants. In such capacity, they may also provide income tax preparation or accounting services. These services are independent of any financial planning and investment advisory services and are governed under a separate engagement agreement. Please see Item 4 above for more information about the selection of LPL Sponsored Programs. The compensation paid to our firm by third party managers may vary, and thus, creates a conflict of interest in recommending a manager LPL Sponsored Program who shares a larger portion of its advisory fees over another manager Program. Prior to referring clients to third party advisors LPL Sponsored Programs, our firm will ensure that third party advisors LPL Sponsored Programs are appropriately licensed or notice filed with the respective authorities. A potential conflict of interest in utilizing third party advisors LPL Sponsored Programs may be an incentive to us in selecting a particular advisor them over another in the form of fees or services. In order to minimize this conflict, our firm will make our recommendations/selections in the best interest of our clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is the underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities transaction and insider trading. Our firm requires all representatives to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment with our firm, and at least annually thereafter, all representatives of our firm will acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and representatives must conduct business in an honest, ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. If a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided promptly upon request. Our firm recognizes that the personal investment transactions of our representatives demands the application of a Code of Ethics with high standards and requires that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, our firm also believes that if investment goals are similar for clients and for our representatives, it is logical, and even desirable, that there be common ownership of some securities. ADV Part 2A – Firm Brochure Page 18 Rubicon Advisors  In order to prevent conflicts of interest, our firm has established procedures for transactions effected by our representatives for their personal accounts1. In order to monitor compliance with our personal trading policy, our firm has pre-clearance requirements and a quarterly securities transaction reporting system for all of our representatives. Neither our firm nor a related person recommends, buys or sells for client accounts, securities in which our firm or a related person has a material financial interest without prior disclosure to the client. Related persons of our firm may buy or sell securities and other investments that are also recommended to clients. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Further, our related persons will refrain from buying or selling the same securities prior to buying or selling for our clients in the same day unless included in a block trade. Item 12: Brokerage Practices Our firm may recommend that clients establish brokerage accounts with LPL Financial, LLC (“LPL”), member FINRA/SIPC. Clients are advised that they are under no obligation to implement our recommendations and may choose a broker-dealer at their discretion. Clients may pay commissions or fees that are higher or lower than those that may be obtained from elsewhere for similar services. Our firm does not receive soft dollars generated by client securities transactions. The term "soft dollars" refers to funds which are generated by client trades “commission rebates or credits” being used by our firm to purchase products or services (such as research and enhanced brokerage services) from or through the broker-dealers whom our firm engages to execute securities transactions. In addition, neither our firm nor our related person(s) have authority to determine, without specific client consent, the broker-dealer to be used in any securities transaction or the commission rate to be paid. Our firm, however, does receive some “eligible” products and services in addition to those that fall under the safe harbor exemption of the Securities and Exchange Act, Section 28(e). These products and services include: national, regional or investment adviser specific educational events organized and/or sponsored by LPL Financial; professional compliance; legal and business consulting; publications and conferences on practice management; information technology; business succession; employee benefits providers; human capital consultants; insurance; and marketing. In addition, LPL may make available, arrange and/or pay vendors for these types of services rendered to our firm by independent third parties. LPL may discount or waive fees it would otherwise charge for some of 1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse, his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect beneficial interest in. ADV Part 2A – Firm Brochure Page 19 Rubicon Advisors  fiduciary, our firm endeavors to act in its clients’ best these services or pay all or a part of the fees of a third-party providing these services to our firm. While, as a interests, our recommendation/requirement that clients maintain their assets in accounts at LPL may be based in part on the benefit to our firm of the availability of some of the foregoing products and services and other arrangements, and not solely on the nature, cost, or quality of custody and brokerage services provided by LPL, which may create a potential conflict of interest. As a result of receiving such “eligible” products and services for no cost, our firm may have an incentive to continue to place client trades through broker-dealers that offer those products and services. This interest conflicts with the clients' interest of obtaining the lowest commission rate available. Therefore, our firm must determine in good faith, that such commissions are reasonable in relation to the value of the services provided by such executing broker-dealers. Our firm examined this potential conflict of interest when deciding to enter into the relationship with LPL and have determined that the relationship is in the best interest of our firm’s clients and satisfies our client obligations, including our duty to seek 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. LPL also takes into consideration the full range of a broker-dealer's services including execution capability, commission rates, and responsiveness. Although LPL will seek competitive commission rates, it may not necessarily obtain the lowest possible commission rates for all account transactions. Over-the-Counter (OTC) securities transactions are generally effected based on two (2) separate broker-dealers: (1) a “dealer” or “principal” acting as market-maker; and (2) the executing broker- dealer that acts in an agency capacity. Dealers executing principal transactions typically include a mark-up/down, which is included in the offer or bid price of the securities purchased or sold. In addition to the dealer mark-up/down, the client may also incur the transaction fee imposed by the executing broker-dealer. We do not receive any portion of the dealer mark-up/down or the executing broker-dealer transaction fee. Transactions for each client account will be effected independently. We individually review each client’s account and place trades accordingly. Despite being purchased or sold at approximately the same time all clients’ transactions will incur individual transaction fees. Our firm provides investment management services for various clients. There are occasions on which portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same security for numerous accounts served by our firm, which involve accounts with similar investment objectives. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they are affected only when our firm believes that to do so will be in the best interest of the effected accounts. When such concurrent authorizations occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts involved. In any given situation, our firm attempts to allocate trade executions in the most equitable manner possible, taking into consideration client objectives, current asset allocation and availability of funds using price averaging, proration and consistently non- arbitrary methods of allocation. Transition Assistance Benefits LPL provides various benefits and payments to Dually Registered Persons that are new to the LPL platform to assist the representative with the costs (including foregone revenues during account ADV Part 2A – Firm Brochure Page 20 Rubicon Advisors  transition) associated with transitioning their business to the LPL platform (collectively referred to as “Transition Assistance”). The proceeds of such Transition Assistance payments are intended to be used for a variety of purposes, including but not necessarily limited to, providing working capital to assist in funding the Dually Registered Person’s business, satisfying any outstanding debt owed to the Dually Registered Person’s prior firm, offsetting account transfer fees (“ACATs”) payable to LPL as a result of the Dually Registered Person’s clients transitioning to LPL’s custodial platform, technology set-up fees, marketing and mailing costs, stationary and licensure transfer fees, moving expenses, office space expenses, staffing support and termination fees associated with moving accounts. The Transition Assistance payment amounts are often significant in relation to the overall revenue earned or compensation received by the Dually Registered Person at their prior firm. Such payments are generally based on the size of the Dually Registered Person’s business established at their prior firm and/or assets under custody on the LPL. Please refer to the relevant Part 2B brochure supplement for more information about the specific Transition Payments each representative receives. Transition Assistance payments and other benefits are provided to associated persons of our firm in their capacity as registered representatives of LPL. The receipt of Transition Assistance creates conflicts of interest relating to our firm’s advisory business because it creates a financial incentive to recommend that Clients maintain their accounts with LPL. In certain instances, the receipt of such benefits is dependent on maintaining Client assets with LPL. As such, our firm and its representatives have an incentive to recommend that clients maintain their account with LPL in order to generate such benefits. Our firm attempts to mitigate these conflicts of interest by evaluating and recommending that Clients use LPL’s services based on the benefits that such services provide, rather than the Transition Assistance earned by any particular Dually Registered Person. Our firm considers LPL’s suite of services when recommending that Clients maintain accounts with LPL. Clients should, however, be aware of this conflict and take it into consideration in making a decision whether to custody their assets in a brokerage account at LPL. Special Considerations for ERISA Clients A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, our firm will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. (Continued on Next Page) ADV Part 2A – Firm Brochure Page 21 Rubicon Advisors  Item 13: Review of Accounts or Financial Plans Our management personnel or financial advisors review accounts on at least an annual basis for our Comprehensive Portfolio Management. The nature of these reviews is to learn whether client accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. Our firm provides written reports to clients on at least an annual basis. Verbal reports to clients take place on at least an annual basis when our Comprehensive Portfolio Management clients are contacted. Our firm may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. Financial Planning clients do not receive reviews of their written plans unless they take action to schedule a financial consultation with us. Our firm does not provide ongoing services to financial planning clients, but are willing to meet with such clients upon their request to discuss updates to their plans, changes in their circumstances, etc. Financial Planning clients do not receive written or verbal updated reports regarding their financial plans unless they separately engage our firm for a post-financial plan meeting or update to their initial written financial plan. Retirement Plan Consulting clients receive reviews of their retirement plans for the duration of the service. Our firm also provides ongoing services where clients are met with upon their request to discuss updates to their plans, changes in their circumstances, etc. Retirement Plan Consulting clients do not receive written or verbal updated reports regarding their plans unless they choose to engage our firm for ongoing services. Item 14: Client Referrals & Other Compensation LPL Financial, LLC Our firm receives reimbursements from LPL for marketing related expenses in order to assist with transitioning business onto the LPL custodial platform. These marketing related activities may include, but are not necessarily limited to, business cards, letterhead, brochures, website design services, seminars and other client events. This presents a conflict of interest in that our firm has a financial incentive to recommend that Clients maintain accounts with LPL. To the extent our firm recommends the use of LPL for such services, it is because our firm believes that it is in the Client’s best interest to do so based on the quality and pricing of the execution, benefits of an integrated platform for brokerage and advisory accounts, and other services provided by LPL Financial. Our firm and its Dually Registered Persons are incented to join and remain affiliated with LPL and to recommend that Clients establish accounts with LPL through the provision of Transition Assistance (discussed in Item 12 above). LPL also provides other compensation to our firm and its Dually Registered Persons, including but not limited to, bonus payments, repayable and forgivable loans, stock awards and other benefits. The receipt of any such compensation creates a financial incentive for your representative to recommend LPL as custodian for the assets in your advisory account. Our ADV Part 2A – Firm Brochure Page 22 Rubicon Advisors  firm encourages you to discuss any such conflicts of interest with your representative before making a decision to custody your assets at LPL. Representatives may receive additional compensation from product sponsors. However, such compensation may not be tied to the sale of any product. Compensation may include such items as gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings with investment advisor representative, client workshops or events, marketing events or advertising initiatives, including services for identifying prospective clients. Product sponsors may also pay for, or reimburse Rubicon Advisors for the costs associated with, education or training events that may be attended by Rubicon Advisors employees and investment advisor representatives and for Rubicon Advisors sponsored conferences and events. Product Sponsors Representatives of our firm will occasionally accept travel expense reimbursement provided by product sponsors in order to attend their educational events. The reimbursement is not directly dependent upon the recommendation of any specific product. Although we may be incentivized to recommend products from product sponsors that reimburse our travel, our representatives will always adhere to their fiduciary duty in recommending appropriate investments for our clients. Referral Fees In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not provide cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials or endorsements (which include client referrals). Item 15: Custody Our firm does not have custody of client funds. LPL Financial will serve as the custodian of client assets on behalf of our firm. Our firm may also provide advisory services on assets held at different third party custodians. Our firm urges you to carefully review the statements provided by the custodian and compare such official custodial records to the account statements that may be provided by our firm. LPL Financial as the custodian sends statements at least quarterly to clients showing all disbursements in account including the amount of the advisory fees paid to advisor, the value of client assets upon which advisor’s fee was based, and the specific manner in which advisor’s fee was calculated. Clients provide authorization to LPL Financial permitting advisory fees to be deducted from client advisory account. LPL Financial calculates the advisory fees and deducts them from client’s account every quarter. Third Party Money Movement: On February 21, 2017, the SEC issued a no‐action letter (“Letter”) with respect to Rule 206(4)‐2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client ADV Part 2A – Firm Brochure Page 23 Rubicon Advisors  funds to a third party under a standing letter of authorization (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards in conjunction with our custodian: • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. • The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. • The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. • The client has the ability to terminate or change the instruction to the client’s qualified custodian. • The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. • The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. • The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16: Investment Discretion Clients are required to provide our firm with discretion, pursuant to an executed investment advisory client agreement, to manage their accounts. By granting investment discretion, our firm is authorized to execute securities transactions, determine which securities are bought and sold, and the total amount to be bought and sold. Limitations may be imposed by the client in the form of specific constraints on any of these areas of discretion with our firm’s written acknowledgement. Item 17: Voting Client Securities Our firm does not accept the proxy authority to vote client securities. Clients will receive proxies or other solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to our firm, our firm will forward them to the appropriate client and ask the party who sent them to mail them directly to the client in the future. Clients may call, write or email us to discuss questions they may have about particular proxy votes or other solicitations. (Continued on Next Page) ADV Part 2A – Firm Brochure Page 24 Rubicon Advisors  Item 18: Financial Information Inclusion of a Balance Sheet Our firm does not require nor is prepayment solicited for more than $1,200 in fees per client, 6 months or more in advance. Therefore, our firm has not included a balance sheet for our most recent fiscal year. Disclosure of Financial Condition Our firm has nothing to disclose in this regard. Bankruptcy Petition Our firm has nothing to disclose in this regard. ADV Part 2A – Firm Brochure Page 25 Rubicon Advisors 

Item 1: Cover Page Part 2A Appendix 1 of Form ADV: Wrap Fee Program Brochure March 2025 Rubicon Advisors Wrap Program Sponsored By: 1640 E. Cypress Avenue, Suite A Redding, CA 96002 www.rubiconadvisors.com Firm Contact: Steven Boero Chief Compliance and Personnel Officer This brochure provides information about the qualifications and business practices of Rubicon Advisors, GP dba Rubicon Advisors. If clients have any questions about the contents of this brochure, please contact us by at (530) 223-5357 or steven.boero@lpl.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 our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD #174447. Please note that the use of the term “registered investment adviser” and description of our firm and/or our associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise clients for more information on the qualifications of our firm and our employees.  Item 2: Material Changes Rubicon Advisors is required to make clients aware of information that has changed since the last annual update to the Wrap Brochure (“Wrap Brochure”) and that may be important to them. Clients can then determine whether to review the brochure in its entirety or to contact us with questions about the changes. Since the last annual amendment filed 03/29/2024, we have no material changes to report. ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 2 Rubicon Advisors  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................. 1 Item 2: Material Changes ...................................................................................................................................................... 2 Item 3: Table of Contents ..................................................................................................................................................... 3 Item 4: Services, Fees & Compensation .......................................................................................................................... 4 Item 5: Account Requirements & Types of Clients .................................................................................................... 5 Item 6: Portfolio Manager Selection & Evaluation ..................................................................................................... 6 Item 7: Client Information Provided to Portfolio Manager(s) ............................................................................ 13 Item 8: Client Contact with Portfolio Manager(s) .................................................................................................... 13 Item 9: Additional Information ........................................................................................................................................ 13 ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 3 Rubicon Advisors  Item 4: Services, Fees & Compensation Our firm manages assets for many different types of clients to help meet their financial goals while remaining sensitive to risk tolerance and time horizons. As a fiduciary it is our duty to always act in the client’s best interest. This is accomplished in part by knowing the client. Our firm has established a service-oriented advisory practice with open lines of communication. Working with clients to understand their investment objectives while educating them about our process, facilitates the kind of working relationship we value. Our wrap fee program allows clients to pay a single fee for investment advisory services and associated custodial transaction costs. Because our firm’s Investment Advisor Representatives (“IARs”) absorb client transaction fees, an incentive exists to limit trading activities in client accounts. Custodial transaction costs, however, are not included in the advisory fee charged by our firm for non-wrap services, and are to be paid by the client to their chosen custodian. Depending on the client’s account or portfolio trading activity, clients may pay more for using our wrap fee services than they would for using our non-wrap services. However, clients should be aware that LPL Financial’s trading platform (“SWM”) offers a variety of investments including, but not limited to, individual stocks, individual bonds, exchange traded funds (“ETFs”), and mutual funds. LPL Financial has made available to our firm and our IARs a suite of $0 transaction fee mutual funds and ETFs and investment alternatives that may or may not have transaction fees. As a SWM client, all fees charged by fund companies or LPL Financial are wrapped, which means that our IAR’s pay any transaction fees charged to you, (if present in that particular investment). Therefore, with the introduction of $0 transaction fee mutual funds and ETFs, our firm’s IARs expenses have decreased. This change may incentivize our IARs to recommend no-transaction- fee ETFs over other types of securities in order to reduce their costs. This may present a conflict of interest by limiting the investments chosen to use to only those funds with no transaction fees. Therefore, while our IARs consider transaction fees in their buying decisions, they are not our IAR’s sole deciding factor. Our firm and IAR’s primary focus is what is in the best interest of the client and their portfolio. Thus, our firm will base our decisions on a number of factors, including, but not limited to, the merits of the investments, how that investment fits within the client’s investment objectives and risk tolerance, and the client’s overall investment goals. We will also consider the overall fees of the investment, performance history of the investment, and the actual investments within a particular ETF or mutual fund. Our Wrap Advisory Services Wrap Comprehensive Portfolio Management: As part of our Wrap Comprehensive Portfolio Management service a portfolio is created, consisting of individual stocks, bonds, exchange traded funds (“ETFs”), options, mutual funds and other public and private securities or investments. The client’s individual investment strategy is tailored to their specific needs and may include some or all of the previously mentioned securities. Portfolios will be designed to meet a particular investment goal, determined to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 4 Rubicon Advisors  Fee Schedule The maximum annual fee to be charged to the client’s account(s) will not exceed 1.90%. The fee to be assessed to each account will be detailed in the client’s signed advisory agreement, LPL Account Application or LPL Tiered Fee Authorization form. The total estimated fee, as well as the ultimate fee charged, is based on the number of client’s asset managed by our firm’s IARs as well as the scope and complexity of our engagement with the client. Fees are billed on a pro-rata basis quarterly in advance based on the value of the account(s) on the last day of the previous quarter. Fees are negotiable and will be deducted from the account(s). Please note that fees will be adjusted for deposits and withdrawals made during the quarter. If accounts are opened during the quarter, the pro-rata advisory fees will be deducted during the next regularly scheduled billing cycle. Our firm bills on cash unless indicated otherwise in writing. In rare cases, our firm will agree to direct bill clients. As part of this process, Clients understand the following: a) LPL as the client’s custodian sends statements at least quarterly, showing all disbursements for each account, including the amount of the advisory fees paid to our firm; b) Clients provide authorization permitting LPL to deduct these fees; c) LPL calculates the advisory fees for all fee schedules and deducts them from the client’s account. Other Types of Fees & Expenses: The fees not included in the advisory fee for our wrap services are charges imposed directly by a mutual fund, index fund, or exchange traded fund which shall be disclosed in the fund’s prospectus (i.e., fund management fees and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Wrap Fee Program Recommendations Our firm does not recommend or offer the wrap program services of other providers. Item 5: Account Requirements & Types of Clients The advisory services offered by our firm are available for individuals, individual retirement accounts (“IRAs”), banks and thrift institutions, pension and profit sharing plans, including plans subject to Employee Retirement Income Security Act of 1974 (“ERISA”), trusts, estates, charitable organizations, state and municipal government entities, corporations and other business entities. However, our firm generally provides investment advice to individuals and high net worth individuals. Our firm is currently not working with other types of clients or pursuing them as prospects, but would not turn away any opportunities that may arise. ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 5 Rubicon Advisors  Our firm does not impose requirements for opening and maintaining SWM accounts or otherwise engaging with us. However, LPL Financial Sponsored Advisory Programs have the following account minimums: • Optimum Market Portfolios Program (OMP): $15,000 • Personal Wealth Portfolios Program (PWP): $250,000 • Model Wealth Portfolios Program (MWP): $25,000 • Manager Access Select Program (MAS): $100,000 (in certain instances, the minimum account size may be lower or higher). • Guided Wealth Portfolio Program (GWP): $5,000 For customized advisory services, any required minimum account value will be set out in the client agreement Item 6: Portfolio Manager Selection & Evaluation Selection of Portfolio Managers Our firm utilizes our in-house portfolio managers as well as a selection of outside portfolio managers. In-house accounts are managed by licensed investment adviser representatives (“IAR”s) of our firm. Prior to becoming licensed with our firm, each IARs industry experience, licensure, outside business activities, client complaints (if any), disciplinary or regulatory history (if any) and financial well- being will be reviewed. Each IAR will then have a Form U4 and ADV Part 2B on file with our firm. Outside portfolio managers, either individually or firm-wide, are selected based on past performance, investment philosophy, market outlook, experience of associated portfolio managers and executive team, disciplinary, legal and regulatory histories of the firm and its associates, and/or whether compliance procedures are in place to address at a minimum, insider trading, conflicts of interest, and/or anti-money laundering. Our firm reviews performance information in order to verify its accuracy. Please see Item 6A(1) for more information. Advisory Business: Information about our wrap fee services can be found in Item 4 of this brochure. Our firm offers individualized investment advice to our Wrap Comprehensive Portfolio Management clients. Each Wrap Comprehensive Portfolio Management client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Participation in Wrap Fee Programs: Our firm does not manage wrap fee accounts in a different fashion than non-wrap fee accounts. All accounts are managed on an individualized basis according to the client’s investment objectives, financial goals, risk tolerance, etc. ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 6 Rubicon Advisors  Performance-Based Fees & Side-By-Side Management: Our firm does not charge performance-based fees. Methods of Analysis, Investment Strategies & Risk of Loss: Each of our firm’s IARs has their own portfolio management style, methods of analysis, and investment strategies. We emphasize continuous and regular account supervision. As part of our Comprehensive Portfolio Management service, our firm’s IARs generally create a portfolio, consisting of individual stocks or bonds, exchange traded funds (“ETFs”), options, mutual funds and other public and private securities or investments. The client’s individual investment strategy is tailored by their IAR to their specific needs and may include some or all of the previously mentioned securities. Each portfolio will be initially designed to meet a particular investment goal, which we determine to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined, we review the portfolio at least quarterly and if necessary, rebalance the portfolio based upon the client’s individual needs, stated goals and objectives. Each client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Our firm’s IARs use various methods of analysis, which may include charting, fundamental, and/or technical analysis in order to formulate investment advice when managing assets. Depending on the analysis, the IAR will implement a long or short-term trading strategy based on the particular objectives and risk tolerance of a particular client. We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Closed-End Funds: Client should be aware that closed-end funds are not readily marketable. In an effort to provide investor liquidity, the funds may offer to repurchase a certain percentage of shares at net asset value on a periodic basis. Thus, clients may be unable to liquidate all or a portion of their shares in these types of funds. Exchange-Traded Funds (ETFs): ETFs are typically investment companies that are legally classified as open end mutual funds or UITs. However, they differ from traditional mutual funds, in particular, in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly-traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and the ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity, and is generally lower if the ETF has a lot of trading volume and market liquidity and higher if the ETF has little trading volume and market liquidity. Although many ETFs are registered as an investment company under the Investment Company Act of 1940 like traditional mutual funds, some ETFs, in particular those that invest in commodities, are not registered as an investment company. Exchange-Traded Notes (ETNs): An ETN is a senior unsecured debt obligation designed to track the total return of an underlying market index or other benchmark. ETNs may be linked to a variety of assets, for example, commodity futures, foreign currency and equities. ETNs are similar to ETFs in that they are listed on an exchange and can typically be bought or sold throughout the trading day. However, an ETN is not a mutual fund and does not have a net asset value; the ETN trades at the prevailing market price. Some of the more common risks of an ETN are as follows. The repayment of ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 7 Rubicon Advisors  the principal, interest (if any), and the payment of any returns at maturity or upon redemption are dependent upon the ETN issuer’s ability to pay. In addition, the trading price of the ETN in the secondary market may be adversely impacted if the issuer’s credit rating is downgraded. The index or asset class for performance replication in an ETN may or may not be concentrated in a specific sector, asset class or country and may therefore carry specific risks. Mutual Funds: A mutual fund is a company that pools money from many investors and invests the money in a variety of differing security types based the objectives of the fund. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares is the fund’s per share net asset value (“NAV”) plus any shareholder fees that the fund imposes at the time of purchase (such as sales loads). Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which is calculated daily after market close. Our firm may utilize a variety of mutual funds through the use of custodial platform which allows for over 5,000 different mutual funds including, but not limited to Bond, Stock, Balanced, Alternate Strategy, Hedge, Fund-of-Hedge, and Managed Futures Funds. The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed by an investment adviser who researches, selects, and monitors the performance of the securities purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds.; (c) Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed on redemption. Mutual funds also have features that some investors might view as disadvantages: (a) Investors will have management and transaction fees regardless of how the fund performs. However, the management fees are worked into the NAV by the fund company. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distribution they receive (only on after tax accounts). This includes instances where the fund went on to perform poorly after purchasing shares.; (b) Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades.; and (c) With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 8 Rubicon Advisors  When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them (on after tax accounts). Moreover, in addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. (on after tax accounts) That is because the law requires mutual funds to distribute capital gains to shareholders if they sell securities for a profit, and cannot use losses to offset these gains. Non-Traded BDC: Business Development Companies are companies that lend to new, thinly traded and often distressed companies with poor credit ratings. A non-traded BDC is typically used with an investment objective of generating current income, capital growth or both. A non-traded BDC also is typically a closed-end fund and has no secondary market through which to buy or sell shares. Investing in Business Development Companies carries inherent risks including a lack of liquidity on a secondary market, credit risks and the frequency and amount of distributions is not guaranteed. Non-Traded Closed-End (“CEF”)/Interval Funds: Non-Traded CEF’s are closed-end funds that are not listed on an exchange with shares do not trade on the secondary market. They are not required to have specific levels of liquidity for investors, but may have tender offer programs that buy back shares from investors. Many nontraded CEFs have liquidity features not too different than interval funds, but slightly lower levels per period. Some risks involved with CEFs include the program not giving clients the right to redeem their shares as well as the possibility that a secondary market may not exist. Therefore, clients may not be able to liquidate all or a portion of their shares in these types of funds. While the fund may from time to time offer to repurchase shares, it is not obligated to do so (unless it has been structured as an "interval fund"). An interval fund is a type of closed-end fund with shares that do not trade on the secondary market. Instead the fund periodically offers to buy back a percentage of outstanding shares at net asset value (NAV). Interval funds are largely illiquid compared with other funds. The illiquid, long-term structure of interval funds helps restrict normal investor “buy high/sell low” behavior. The returns on interval funds are significantly higher than those of open-end mutual funds. They also provide retail investors with access to institutional-grade alternative investments with relatively low minimums. Interval funds are also often less volatile and market reactive since investments are not tied to equities. The risk involved with interval funds include limited liquidity compared to open-end mutual funds. Since repurchase is done on a pro rata basis, there is no guarantee that clients will be able to sell all shares during a redemption window. Although yields are higher, so are fee compared to open-end mutual funds. The minimum investment is relatively high when compared to the minimum for open- end mutual funds. There is also both a transparency and conflict-of-interest issue if our firm is allowed to invest in other funds of the fund sponsor. Non-Traded Real Estate Investment Trusts (“REITs”): A REIT is a tax designation for a corporate entity which pools capital of many investors to purchase and manage real estate. Many REITs invest in income-producing properties in the office, industrial, retail, and residential real estate sectors. REITs are granted special tax considerations which can significantly reduce or eliminate corporate income taxes. In order to qualify as a REIT and for these special tax considerations, REITs are required by law to distribute 90% of their taxable income to investors. REITs can be traded on a public exchange like a stock, or be offered as a non-traded REIT. REITs, both public exchange-traded ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 9 Rubicon Advisors  and non-traded, are subject to risks including volatile fluctuations in real estate prices, as well as fluctuations in the costs of operating or managing investment properties, which can be substantial. Many REITs obtain management and operational services from companies and service providers which are directly or indirectly related to the sponsor of the REIT, which presents a potential conflict of interest that can impact returns on investments. Non-traded REITs include: (i) A REIT that is registered with the Securities and Exchange Commission (SEC) but is not listed on an exchange or over-the-counter market (non-exchange traded REIT); or, (i) a REIT that is sold pursuant to an exemption to registration (Private REIT). Non-traded REITs are generally blind pool investment vehicles. Blind pools are limited partnerships which do not explicitly state their future investments prior to beginning their capital-raising phase. During this period of capital-raising, non-traded REITs often pay distributions to their investors. The risks of non-traded REITs are varied and significant. Because they are not exchange-traded investments, they are often lack a developed secondary market, thus making them illiquid investments. As blind pool investment vehicles, non-traded REITs’ initial share prices are not related to the underlying value of the properties. This is because non-traded REITs begin and continue to purchase new properties as new capital is raised. Thus, one risk for non-traded REITs is the possibility that the blind pool will be unable to raise enough capital to carry out its investment plan. After the capital raising phase is complete, non-traded REIT shares are infrequently re-valued and thus may not reflect the true net asset value of the underlying real estate investments. Non-traded REITs often offer investors a redemption program where the shares can be sold back to the sponsor, however, those redemption programs are often subject to restrictions and may be suspended at the sponsor’s discretion. While non-traded REITs may pay distributions to investors at a stated target rate during the capital-raising phases, the funds used to pay such distributions may be obtained from sources other than cash flow from operations, and such financing can increase operating costs. Options: Certain types of option trading are permitted in order to generate income or hedge a security held in the program account; namely, the selling (writing) of covered call options or the purchasing of put options on a security held in the program account. Client should be aware that the use of options involves additional risks. The risks of covered call writing include the potential for the market to rise sharply. In such case, the security may be called away and the program account will no longer hold the security. The risk of buying long puts is limited to the loss of the premium paid for the purchase of the put if the option is not exercised or otherwise sold by the program account. Private Equity: Private equity is an equity investment into non-quoted companies. The private equity investor looks at an investment prospect as investing in a company as opposed to investing in a company's stock. Private equity funds hold illiquid positions (for which there is no active secondary market) and typically only invest in the equity and debt of target companies, which are generally taken private and brought under the private equity manager's control. Risks associated with private equity include: • Funding Risk: The unpredictable timing of cash flows poses funding risks to investors. Commitments are contractually binding and defaulting on payments results in the loss of private equity partnership interests. This risk is also commonly referred to as default risk. • Liquidity Risk: The illiquidity of private equity partnership interests exposes investors to asset liquidity risk associated with selling in the secondary market at a discount on the reported NAV. • Market Risk: The fluctuation of the market has an impact on the value of the investments held in the portfolio. ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 10 Rubicon Advisors  • Capital Risk: The realization value of private equity investments can be affected by numerous factors, including (but not limited to) the quality of the fund manager, equity market exposure, interest rates and foreign exchange. Structured Products: Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer’s ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is downgraded. Some structured products offer full protection of the principal invested, others offer only partial or no protection. Investors may be sacrificing a higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. An investor in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. There may be little or no secondary market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC are subject to applicable FDIC limits. Variable Annuities: If client purchases a variable annuity, client will receive a prospectus and should rely solely on the disclosure contained in the prospectus with respect to the terms and conditions of the variable annuity. Client should also be aware that certain riders purchased with a variable annuity may limit the investment options and the ability to manage the subaccounts. Fixed Annuities (“FA”): A fixed annuity is a type of annuity contract that allows for the accumulation of capital on a tax-deferred basis. In exchange for a lump sum of capital, a life insurance company credits the annuity account with a guaranteed fixed rate of interest while guaranteeing the principal investment. A fixed annuity can be annuitized to provide the annuitant with a guaranteed income payout for a specified term of life. Features as well as risks associated with FAs may include: • The rates on fixed annuities are derived from the yield a life insurance company generates from its investment portfolio, which is invested primarily in high-quality corporate and government bonds. The yield is typically higher than the yield on equivalent, riskless investments and is often guaranteed for a period of one to 10 years. • As a measure of protection against declining interest rates, fixed annuity contracts include a minimum rate guarantee. • Fixed annuities may be converted to an immediate annuity at any time to generate a guaranteed income payout for a specified period of time or for the life of the annuity. • The capital invested in a fixed annuity is guaranteed by the life insurance company. For that reason, investors should only consider investing with life insurance companies rated A or better for their financial strength. • Fixed annuities allow for one annual withdrawal per year up to 10% of the account value. During the surrender period, which runs from three to 10 years from the start of the contract, withdrawals over 10% are subject to a surrender charge. The surrender charge declines each year so that, when it reaches zero, withdrawals can be made without penalty. Withdrawals ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 11 Rubicon Advisors  made prior to age 59 ½ may be subject to a tax penalty of 10% in addition to ordinary income taxes. • When the earnings are withdrawn or taken as income, they are taxed as ordinary income. Margin Accounts: Client should be aware that margin borrowing involves additional risks. Margin borrowing will result in increased gain if the value of the securities in the account go up, but will result in increased losses if the value of the securities in the account goes down. The custodian, acting as the client’s creditor, will have the authority to liquidate all or part of the account to repay any portion of the margin loan, even if the timing would be disadvantageous to the client. For performance illustration purposes, the margin interest charge will be treated as a withdrawal and will, therefore, not negatively impact the performance figures reflected on the quarterly advisory reports. Please Note: Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may increase and the account(s) could enjoy a gain, it is also possible that the stock market may decrease and the account(s) could suffer a loss. It is important that clients understand the risks associated with investing in the stock market, are appropriately diversified in investments, and ask any questions: Market Risk: The risk that the value of securities may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generally or particular industries. Interest Rate Risk: The risk that fixed income securities will decline in value because of an increase in interest rates; a bond or a fixed income fund with a longer duration will be more sensitive to changes in interest rates than a bond or bond fund with a shorter duration. Credit Risk: The risk that an investor could lose money if the issuer or guarantor of a fixed income security is unable or unwilling to meet its financial obligations. ETF & Mutual Fund Risk: When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients will also incur brokerage costs when purchasing ETFs. Liquidity Risk: Certain assets may not be readily converted into cash or may have a very limited market in which they trade. Thus, you may experience the risk that your investment or assets within your investment may not be able to be liquidated quickly, thus, extending the period of time by which you may receive the proceeds from your investment. Liquidity risk can also result in unfavorable pricing when exiting (i.e. not being able to quickly get out of an investment before the price drops significantly) a particular investment and therefore, can have a negative impact on investment returns. Voting Client Securities: Our firm does not accept the proxy authority to vote client securities. Clients will receive proxies or other solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to our firm, our firm will forward them to the appropriate client and ask the party who sent them to mail them directly to the client in the future. Clients may call, write or email us to discuss questions they may have about particular proxy votes or other solicitations. ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 12 Rubicon Advisors  Item 7: Client Information Provided to Portfolio Manager(s) Our firm communicates with your portfolio manager(s) as needed to ensure your most current investment goals and objectives are understood by your portfolio manager(s). In most cases, our firm will communicate such information as part of our regular investment management duties. Nevertheless, our firm will also communicate information to your portfolio manager(s) when you ask us to, when market or economic conditions make it prudent to do so, etc. Item 8: Client Contact with Portfolio Manager(s) Clients are always free to directly contact their portfolio manager(s) with any questions or concerns about their portfolios or other matters. Item 9: Additional Information Disciplinary Information There are no legal or disciplinary events that are material to the evaluation of our advisory business or the integrity of our management. Financial Industry Activities & Affiliations Representatives of our firm are registered representatives of LPL Financial, member FINRA/SIPC. In addition, representatives are licensed insurance agents. As a result of these transactions, they receive normal and customary commissions. A conflict of interest exists as these commissionable securities sales create an incentive to recommend products based on the compensation earned. To mitigate this potential conflict, our firm will act in the client’s best interest. Representatives of our firm are Certified Public Accountants. In such capacity, they also provide income tax preparation or accounting services. These services are independent of any financial planning and investment advisory services and are governed under a separate engagement agreement. Code of Ethics, Participation or Interest in Client Transactions & Personal Trading As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is the underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities transaction and insider trading. Our firm requires all representatives to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment with our firm, and at least annually thereafter, all representatives of our firm will acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 13 Rubicon Advisors  representatives must conduct business in an honest, ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. If a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided promptly upon request. Our firm recognizes that the personal investment transactions of our representatives demands the application of a Code of Ethics with high standards and requires that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, our firm also believes that if investment goals are similar for clients and for our representatives, it is logical, and even desirable, that there be common ownership of some securities. In order to prevent conflicts of interest, our firm has established procedures for transactions effected by our representatives for their personal accounts1. In order to monitor compliance with our personal trading policy, our firm has pre-clearance requirements and a quarterly securities transaction reporting system for all of our representatives. Neither our firm nor a related person recommends, buys or sells for client accounts, securities in which our firm or a related person has a material financial interest without prior disclosure to the client. Related persons of our firm may buy or sell securities and other investments that are also recommended to clients. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Further, our related persons will refrain from buying or selling the same securities prior to buying or selling for our clients in the same day unless included in a block trade. Review of Accounts Our management personnel or financial advisors review accounts on at least an annual basis for our Wrap Comprehensive Portfolio Management clients. The nature of these reviews is to learn whether clients’ accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. Our firm may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. Our firm does not provide written reports to clients, unless asked to do so. Verbal reports to clients take place on at least an annual basis when our Wrap Comprehensive Portfolio Management clients are contacted. 1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse, his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect beneficial interest in. ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 14 Rubicon Advisors  Other Compensation: LPL Financial, LLC Our firm receives reimbursements from LPL for marketing related expenses in order to assist with transitioning business onto the LPL custodial platform. These marketing related activities may include, but are not necessarily limited to, business cards, letterhead, brochures, website design services, seminars and other client events. This presents a conflict of interest in that our firm has a financial incentive to recommend that Clients maintain accounts with LPL. To the extent our firm recommends the use of LPL for such services, it is because our firm believes that it is in the Client’s best interest to do so based on the quality and pricing of the execution, benefits of an integrated platform for brokerage and advisory accounts, and other services provided by LPL Financial. Representatives may receive additional compensation from product sponsors. However, such compensation may not be tied to the sale of any product. Compensation may include such items as gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings with investment advisor representative, client workshops or events, marketing events or advertising initiatives, including services for identifying prospective clients. Product sponsors may also pay for, or reimburse Rubicon Advisors for the costs associated with, education or training events that may be attended by Rubicon Advisors employees and investment advisor representatives and for Rubicon Advisors sponsored conferences and events. Product Sponsors Representatives of our firm will occasionally accept travel expense reimbursement provided by product sponsors in order to attend their educational events. The reimbursement is not directly dependent upon the recommendation of any specific product. Although we may be incentivized to recommend products from product sponsors that reimburse our travel, our representatives will always adhere to their fiduciary duty in recommending appropriate investments for our clients. Client Referrals In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not provide cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials or endorsements (which include client referrals). Financial Information Our firm is not required to provide financial information in this Brochure because: • Our firm does not require the prepayment of more than $1,200 in fees when services cannot be rendered within 6 months. • Our firm does not take custody of client funds or securities. • Our firm does not have a financial condition or commitment that impairs our ability to meet contractual and fiduciary obligations to clients. Our firm has never been the subject of a bankruptcy proceeding. ADV Part 2A, Appendix 1 – Wrap Fee Brochure Page 15 Rubicon Advisors