SAND CREEK CAPITAL, LLC

Sand Creek Capital, LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Sand Creek Capital, LLC. If you have any questions about the contents of this brochure, please contact us at (208) 356-9022 or by email at: robert@sandcreekcap.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 Sand Creek Capital, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Sand Creek Capital, LLC’s CRD number is: 326719. 234 E 1st N Rexburg, ID 83440 (208) 356-9022 robert@sandcreekcap.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 04/28/2026 i  Item 2: Material Changes There are material changes in this brochure from the last annual updating amendment on May 12, 2025, of Sand Creek Capital, LLC (hereinafter “SCC”). Material changes relate to SCC’s policies, practices or conflicts of interests. The following changes were noted: • SCCSCC offers discretionary and non-discretionary advice; our AUM was broken down to reflect the differences; • SCC no longer receives Transition Assistance payments from LPL Financial; • The ownership structure was updated to reflect current ownership. Robert Parkinson, Mark Minarik, Luke Sutton and Brett Cordingley are owners, and Tracey Parkinson is no longer an owner of SCC; and • SCC has added Charles Schwab & Co., Inc. and Fidelity Brokerage Services LLC as custodians. • SCC has added subadviser services. ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes ....................................................................................................................................... ii Item 3: Table of Contents ...................................................................................................................................... iii Item 4: Advisory Business ......................................................................................................................................2 Item 5: Fees and Compensation .............................................................................................................................5 Item 6: Performance-Based Fees and Side-By-Side Management ....................................................................8 Item 7: Types of Clients ..........................................................................................................................................9 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ...............................................................9 Item 9: Disciplinary Information .........................................................................................................................12 Item 10: Other Financial Industry Activities and Affiliations .........................................................................12 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...............14 Item 12: Brokerage Practices ................................................................................................................................15 Item 13: Review of Accounts ................................................................................................................................17 Item 14: Client Referrals and Other Compensation ..........................................................................................18 Item 15: Custody ....................................................................................................................................................20 Item 16: Investment Discretion ............................................................................................................................21 Item 17: Voting Client Securities (Proxy Voting) ..............................................................................................21 Item 18: Financial Information .............................................................................................................................21 iii  Item 4: Advisory Business A. Description of the Advisory Firm Sand Creek Capital, LLC (hereinafter “SCC”) is a Limited Liability Company organized in the State of Idaho. The firm was formed in February 2023, and the principal owners of SCC, as disclosed in Form ADV Part 1, Schedule A, are Robert Garry Parkinson (37.5%), Mark Minarik (25%), Luke Sutton (25%), and Brett Cordingley (12.5%). B. Types of Advisory Services Portfolio Management Services SCC offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. SCC creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring SCC evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. SCC may request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. SCC seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of SCC’s economic, investment or other financial interests. To meet its fiduciary obligations, SCC attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, SCC’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over time. It is SCC’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. 2  Sub-Advisor Services SCC may utilize subadvisors services of unaffiliated third party investment advisers. Before selecting subadvisors for clients, SCC will verify that all recommended subadvisors are properly licensed, notice filed or exempt in the states where SCC is recommending the subadvisor to clients. This relationship will be memorialized in each contract between SCC and the third party subadvisor. Pension Consulting Services SCC offers consulting services to pension or other employee benefit plans (including but not limited to 401(k) plans). Pension consulting may include, but is not limited to: identifying investment objectives and restrictions • • providing guidance on various assets classes and investment options • recommending money managers to manage plan assets in ways designed to achieve objectives • monitoring performance of money managers and investment options and • making recommendations for changes recommending other service providers, such as custodians, administrators, and broker-dealers These services are based on the goals, objectives, demographics, time horizon, and/or risk tolerance of the plan and its participants. Financial Planning Financial plans and financial planning may include but are not limited to investment planning; life insurance; tax concerns; retirement planning; college planning; and debt management/credit planning. SCC does not charge separately for these services. Educational Seminars SCC offers educational seminars led by experienced financial advisors. SCC attends plan meetings for new employees where they can enroll into retirement plans. Advisors explain benefits and advise on investments options when asked. Advisors also attend benefit fairs/open houses where participants can stop by and receive education on their portfolios and review their performance. SCC does not charge separately for these seminars. Services Limited to Specific Types of Investments SCC generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), insurance products including annuities, equities, ETFs, alternative assets, and private placements. SCC may use other securities as well to help diversify a portfolio when applicable. 3  Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. For recommendations involving rollovers from employer retirement plans to IRAs, SCC complies with the Department of Labor’s Prohibited Transaction Exemption (PTE) 2020-02. This includes providing clients with written documentation of the specific reasons a rollover recommendation is in their best interest, considering costs, investment options, services, and other relevant factors. We also conduct annual reviews and compliance monitoring related to this exemption. C. Client Tailored Services and Client Imposed Restrictions SCC offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels). Clients may not impose restrictions when investing in certain securities or types of securities in accordance with their values or beliefs. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees and transaction costs. SCC does not participate in wrap fee programs. 4  E. Assets Under Management SCC has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $432,077,842 $39,088,898 March 2026 Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Clients have the option to pay fees based on the sample tiered fee schedule below or a single rate of up to 2% for all assets under management. Final fees can be found on the client’s individual investment advisory agreement. The advisory fee is calculated using the value of the assets in the Account on the last business day of the prior billing period. Fees are negotiated between the client and the IAR. Account fees are payable monthly or quarterly in advance or in arrears. The first payment will be based on the opening market value of the account and will be pro-rated to cover the period from the date the account is opened through the end of that calendar quarter. Thereafter, the fee will be based on the account value on the last business day of the preceding calendar quarter. If client contributes funds to their account on a date other than the first day on a calendar quarter, then a prorated fee will be charged for that calendar quarter with respect to such contribution based on the number of days remaining in that calendar quarter. If a client withdraws assets on any date other than the last day of the calendar quarter, then a prorated refund will be made based on the number of days left in the quarter prior to the withdrawal. These fees are generally negotiable, and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of SCC's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 30 days' written notice. 5  Sub-Advisor Service Fees The following are the fees agreed upon between sub-advisor and SCC, for services provided: Advisory Fee The Client shall pay an annual advisory fee equal to 0.60% of assets under management (“AUM”), calculated quarterly in advance based on the market value of the Account as of the last business day of the preceding calendar quarter. Service Fee From the Advisory Fee, a service fee shall be paid to Dynamic (the “Service Fee”) for platform, administrative, and/or support services, as agreed separately. The Service Fee shall be deducted prior to calculating the Sub-Advisory Fee. Net Management Fee The “Net Management Fee” shall mean the Advisory Fee received, less the Service Fee payable to Dynamic. Sub-Advisory Fee The Sub-Advisor shall be entitled to a fee equal to fifty percent (50%) of the Net Management Fee. Pension Consulting Services Fees Asset-Based Fees for Pension Consulting Fees for pension consulting services are up to 1.50% of the plan assets for which SCC is providing such consulting services. Account fees are payable monthly or quarterly in advance or in arrears. For fees paid in advance, SCC uses the value of the account as of the last business day of the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. For fees paid in arrears, SCC uses an average of the daily balance in the client’s account throughout the billing period, after taking into account deposits and withdrawals, for the purpose of determining the market value of the assets upon which the advisory fee is based. These fees are generally negotiable, and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of SCC's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the pension consulting agreement generally with 30 days' written notice. . 6  Financial Planning Fees SCC does not charge separately for financial planning services. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a monthly or quarterly basis . Fees may be paid in arrears or advance, depending upon the custodian used. Payment of Pension Consulting Fees Asset-based pension consulting fees are withdrawn directly from the client's accounts with client's written authorization on a monthly or quarterly basis. Fees may be paid in arrears or advance, depending upon the custodian used. Payment of Financial Planning Fees SCC does not charge separately for financial planning services. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third-party fees (i.e., custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by SCC. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees SCC collects certain fees in advance and certain fees in arrears, as indicated above. Refunds for fees paid in advance but not yet earned will be refunded on a prorated basis and returned within fourteen days to the client via check or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) 7  E. Outside Compensation For the Sale of Securities to Clients Certain investment adviser representatives of SCC are also associated with LPL Financial as broker-dealer registered representatives (“Dually Registered Persons”). In these roles, they accept compensation for the sale of investment products to SCC clients. 1. This is a Conflict of Interest Certain investment adviser representatives of SCC are also associated with LPL Financial as broker-dealer registered representatives (“Dually Registered Persons”). In their capacity as registered representatives of LPL Financial, certain Dually Registered Persons may earn commissions for the sale of securities or investment products that they recommend for brokerage clients. They do not earn commissions on the sale of securities or investment products recommended or purchased in advisory accounts through SCC. Clients have the option of purchasing many of the securities and investment products we make available to you through another broker- dealer or investment adviser. However, when purchasing these securities and investment products away from SCC, you will not receive the benefit of the advice and other services we provide. 2. Clients Have the Option to Purchase Recommended Products From Other Brokers Clients always have the option to purchase SCC recommended products through other brokers or agents that are not affiliated with SCC. 3. Commissions are not SCC's primary source of compensation for advisory services Commissions are not SCC’s primary source of compensation for advisory services. 4. Advisory Fees in Addition to Commissions or Markups Advisory fees that are charged to clients are not reduced to offset the commissions or markups on investment products recommended to clients. Item 6: Performance-Based Fees and Side-By-Side Management SCC does not accept performance-based fees or other fees based on a share of capital gains or capital appreciation of the assets of a client. 8  Item 7: Types of Clients SCC generally provides advisory services to the following types of clients: ❖ ❖ ❖ ❖ ❖ Individuals High-Net-Worth Individuals Pension and Profit-Sharing Plans Corporations or Business Entities State or Municipal Government entities There is no account minimum for any of SCC’s services. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis SCC’s methods of analysis include Fundamental analysis. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Investment Strategies SCC uses long term trading. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. 9  Investment Strategies Long-term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Risks in investing in ETFs include 10  trading risks, liquidity and shutdown risks, risks associated with a change in authorized participants and non-participation of authorized participants, risks that trading price differs from indicative net asset value (iNAV), or price fluctuation and disassociation from the index being tracked. With regard to trading risks, regular trading adds cost to your portfolio thus counteracting the low fees that one of the typical benefits of ETFs. Additionally, regular trading to beneficially “time the market” is difficult to achieve. Even paid fund managers struggle to do this every year, with the majority failing to beat the relevant indexes. With regard to liquidity and shutdown risks, not all ETFs have the same level of liquidity. Since ETFs are at least as liquid as their underlying assets, trading conditions are more accurately reflected in implied liquidity rather than the average daily volume of the ETF itself. Implied liquidity is a measure of what can potentially be traded in ETFs based on its underlying assets. ETFs are subject to market volatility and the risks of their underlying securities, which may include the risks associated with investing in smaller companies, foreign securities, commodities, and fixed income investments (as applicable). Foreign securities in particular are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. ETFs that target a small universe of securities, such as a specific region or market sector, are generally subject to greater market volatility, as well as to the specific risks associated with that sector, region, or other focus. ETFs that use derivatives, leverage, or complex investment strategies are subject to additional risks. The return of an index ETF is usually different from that of the index it tracks because of fees, expenses, and tracking error. An ETF may trade at a premium or discount to its net asset value (NAV) (or indicative value in the case of exchange-traded notes). The degree of liquidity can vary significantly from one ETF to another and losses may be magnified if no liquid market exists for the ETF’s shares when attempting to sell them. Each ETF has a unique risk profile, detailed in its prospectus, offering circular, or similar material, which should be considered carefully when making investment decisions. Real estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Annuities are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirement or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you 11  withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Private placements carry a substantial risk as they are subject to less regulation than are publicly offered securities, the market to resell these assets under applicable securities laws may be illiquid, due to restrictions, and the liquidation may be taken at a substantial discount to the underlying value or result in the entire loss of the value of such assets. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative As a registered representative of LPL Financial (Hybrid), Robert Garry Parkinson and Warren Kay Cordingley accept compensation for the sale of securities. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither SCC nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. 12  C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Robert Garry Parkinson and Warren Kay Cordingley are registered representatives of LPL Financial and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. SCC always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of SCC in such individual’s capacity as a registered representative. Robert Garry Parkinson and Warren Kay Cordingley are both investment adviser representatives with another investment advisory firm. From time to time, they may offer clients advice or products from those activities and clients should be aware that these services may involve a conflict of interest. SCC always acts in the best interest of the client and clients always have the right to decide whether or not to utilize the services of any SCC representative in such individuals outside capacities. Robert Garry Parkinson and Warren Kay Cordingley are both independent licensed insurance agents. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of SCC are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. SCC addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, including when acting as an insurance agent. SCC periodically reviews recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on the receipt of any commissions or other benefits. SCC will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctively tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by SCC’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. Curtis M. Simmons is a Certified Public Accountant with Sutton & Simmons PLLC. In this capacity, Mr. Simmons provides accounting and tax services which are independent of his advisory activities as an Investment Advisor Representative of Sand Creek Capital, LLC dba Centennial Wealth Management. These services may be offered to certain investment advisory clients; however, clients are under no obligation to engage Mr. Simmons for accounting or tax services. Fees charged for these accounting services are 13  separate from, and do not offset, the advisory fees paid by clients for the management of accounts at Sand Creek Capital, LLC dba Centennial Wealth Management. Sand Creek Capital, LLC dba Centennial Wealth Management and Mr. Simmons always act in the best interest of the client, maintaining a clear separation between these distinct professional services to avoid conflicts of interest. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections SCC may utilize subadvisor services of unaffiliated third party investment advisers. Clients will pay SCC its advisory fee in addition to the fee for the subadvisors to which it directs those clients (see Item 5 above). The fees will not exceed any limit imposed by any regulatory agency. SCC will always act in the best interests of the client, including when determining which third party investment adviser to recommend to clients. SCC will ensure that all recommended advisers are exempt, licensed or notice filed in the states in which SCC is recommending them to clients.. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics SCC has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. SCC's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests SCC does not recommend that clients buy or sell any security in which a related person to SCC or SCC has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of SCC may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of SCC to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting from the recommendations they provide to clients. Such transactions may create a conflict of interest. SCC will always document 14  any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of SCC may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of SCC to buy or sell securities before or after recommending securities to clients resulting in representatives profiting from the recommendations they provide to clients. Such transactions may create a conflict of interest; however, SCC will never engage in trading that operates to the client’s disadvantage if representatives of SCC buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on SCC’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and SCC may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in SCC's research efforts. SCC will never charge a premium or commission on transactions beyond the actual cost imposed by the broker- dealer/custodian. SCC requires LPL Financial, Charles Schwab & Co., Inc., and Fidelity Brokerage Services LLC (“Custodian(s)”). SCC receives support services and/or products from the Custodians, many of which assist the SCC to better monitor and service program accounts maintained at the Custodian; however, some of the services and products benefit SCC and not client accounts. These support services and/or products may be received without cost, at a discount, and/or at a negotiated rate, and may include the following: • • • • • investment-related research pricing information and market data software and other technology that provide access to client account data compliance and/or practice management-related publications consulting services 15  attendance at conferences, meetings, and other educational and/or social events • • marketing support • • computer hardware and/or software other products and services used by SCC in furtherance of its investment advisory business operations The Custodians may provide these services and products directly or may arrange for third-party vendors to provide the services or products to Advisor. In the case of third- party vendors, Custodians may pay for some or all of the third party’s fees. These support services are provided to SCC based on the overall relationship between SCC and the Custodians. It is not the result of soft dollar arrangements or any other express arrangements with LPL Financial that involves the execution of client transactions as a condition to the receipt of services. SCC will continue to receive the services regardless of the volume of client transactions executed with the Custodians. Clients do not pay more for services as a result of this arrangement. There is no corresponding commitment made by the SCC to the Custodians or any other entity to invest any specific amount or percentage of client assets in any specific securities as a result of the arrangement. However, because the Advisor receives these benefits from the Custodians, there is a potential conflict of interest. The receipt of these products and services presents a financial incentive for Advisor to recommend that its clients use the Custodians custodial platforms rather than another custodian’s platform. 1. Research and Other Soft-Dollar Benefits While SCC has no formal soft dollar program in which soft dollars are used to pay for third-party services, SCC may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). SCC may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and SCC does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. SCC benefits by not having to produce or pay for the research, products or services, and SCC will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that SCC’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals SCC receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 16  3. Clients Directing Which Broker/Dealer/Custodian to Use SCC will require clients to use one of the Custodians to execute transactions. B. Aggregating (Block) Trading for Multiple Client Accounts If SCC buys or sells the same securities on behalf of more than one client, then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, SCC would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. SCC would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for SCC's advisory services provided on an ongoing basis are reviewed at least Annually by the advisor with regard to clients’ respective investment policies and risk tolerance levels. All accounts at SCC are assigned to this reviewer. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial plans, SCC’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients Each client of SCC's advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. Each financial planning client will receive the financial plan upon completion. 17  Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) LPL provides other compensation to SCC 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 Financial as custodian for the assets in your advisory account. We encourage you to discuss any such conflicts of interest with your representative before making a decision to custody your assets at LPL Financial. LPL Financial makes available to SCC various products and services designed to assist SCC in managing and administering client accounts. Many of these products and services may be used to service all or a substantial number of SCC’s accounts, including accounts not held with LPL Financial. These include software and other technology that provide access to client account data (such as trade confirmation and account statements); facilitate trade execution (and aggregation and allocation of trade orders for multiple client accounts); provide research, pricing information and other market data; facilitate payment of SCC’s fees from its clients’ accounts; and assist with back-office functions; recordkeeping and client reporting. LPL Financial also makes available to SCC other services intended to help SCC manage and further develop its business. Some of these services assist SCC to better monitor and service program accounts maintained at LPL Financial, however, many of these services benefit only SCC, for example, services that assist SCC in growing its business. These support services and/or products may be provided without cost, at a discount, and/or at a negotiated rate, and include practice management-related publications; consulting services; attendance at conferences and seminars, meetings, and other educational and/or social events; marketing support; and other products and services used by SCC in furtherance of the operation and development of its investment advisory business. Where such services are provided by a third-party vendor, LPL Financial will either make payment to SCC to cover the cost of such services, reimburse SCC for the cost associated with the services, or pay the third-party vendor directly on behalf of SCC. The products and services described above are provided to SCC as part of its overall relationship with LPL Financial. While as a fiduciary SCC endeavors to act in its clients’ best interests, the receipt of these benefits creates a conflict of interest because SCC’s [requirement, request or recommendation] that clients custody their assets at LPL Financial is based in part on the benefit to SCC of the availability of the foregoing products and services and not solely on the nature, cost or quality of custody or brokerage services 18  provided by LPL Financial. SCC’s receipt of some of these benefits may be based on the amount of advisory assets custodied on the LPL Financial platform. Charles Schwab & Co., Inc. Advisor Services provides SCC with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For SCC client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to SCC other products and services that benefit SCC but may not benefit its clients’ accounts. These benefits may include national, regional or SCC specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of SCC by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist SCC in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of SCC’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of SCC’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to SCC other services intended to help SCC manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to SCC by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to SCC. SCC is independently owned and operated and not affiliated with Charles Schwab & Co., Inc. Advisor Services. 19  SCC has access to a variety of economic benefits, services, and products in connection with SCC’s use of Fidelity’s investment adviser platform. The terms and availability of these benefits vary among advisors on the Fidelity platform (including SCC) depending on the business conducted with Fidelity and other factors. These services generally help SCC conduct its advisory business, but each specific benefit does not necessarily benefit each client. Beyond access to Fidelity investment products, these include conferences, seminars and other educational and networking activities, business entertainment, reimbursement of travel and attendance expenses, research and other investment support services (such as client proposal and other financial planning support), technical and operational solutions, marketing assistance (including joint marketing designed to promote Fidelity’ investment products), compliance services, human resources consulting, risk management/insurance assistance, front office, middle office, back office and other administrative support (including providing clerical staff to assist in the completion of required paperwork), Fidelity attendance at client meetings, information technology services, continuity and succession planning, access to financing and banking options, trust services, portfolio reporting, automatic rebalancing, tax loss harvesting, waiver or payment of certain fees (including paying account transfer fees or other charges that SCC or its clients would incur when changing service providers), vendor discounts, discount pricing on Fidelity services, and broader practice management consulting. These benefits may be provided via Fidelity, its affiliates, or third parties and may be made available to SCC at no fee, at a discounted fee, or via financial compensation provided by Fidelity. Some of these offerings depend on SCC conducting a minimum amount or type of current or expected future business with Fidelity or having a minimum account size or amount of assets under management with Fidelity or invested in Fidelity investment products. Certain of these services or products, including those provided by or paid for by Fidelity, may be used by SCC in connection with its general business activities, in addition to supporting SCC’s interaction with Fidelity systems. The benefits, services, products, or payments discussed herein may be significant to SCC and create an incentive for the SCC to utilize Fidelity services or investment products for its customers rather than other service providers or investment products. However, SCC strives at all times to put the interests of its clients first, including when selecting custodians or investment products for clients. SCC is independently owned and operated; it is not affiliated with Fidelity B. Compensation to Non – Advisory Personnel for Client Referrals SCC does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, SCC will be deemed to have limited custody of client's assets and must have written authorization from the 20  client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Item 16: Investment Discretion SCC provides discretionary and non-discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, SCC generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Item 17: Voting Client Securities (Proxy Voting) SCC will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet SCC neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither SCC nor its management has any financial condition that is likely to reasonably impair SCC’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years SCC has not been the subject of a bankruptcy petition in the last ten years. 21