SNS FINANCIAL GROUP, LLC

VECTORWEALTH.COM JUNE 2025 SHARON CALHOUN MANAGING DIRECTOR SUZY KLAPPERICH CHIEF COMPLIANCE OFFICER VECTOR WEALTH MANAGEMENT SCALHOUN@VECTORWEALTH.COM SKLAPPERICH@VECTORWEALTH.COM EMAIL: VWM@VECTORWEALTH.COM PHONE: 612-378-7560 V E C T O R W E A L T H M A N A G E M E N T R E G I S T E R E D I N V E S T M E N T A D V I S E R ADV Part 2A Vector Wealth Management • 43 Main Street SE, Suite 236 • Minneapolis, MN 55414  [item one] version: V25080232 About This Brochure This brochure provides information about the qualifications and business practices of SNS Financial Group, LLC dba Vector Wealth Management (hereinafter “Vector” or the “Firm”). If you have any questions about the contents of this brochure, please contact us at 612-378- 7560. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a registered investment adviser. Registration does not imply any level of skill or training. 2  [item two] Material Changes In this item, Vector is required to discuss any material changes that have been made to the brochure since the last annual amendment dated March 2023. Item 5: Language was removed addressing .25% additional fees for risk strategies as that is no longer applicable. Item 10: Language was added disclosing affiliates whose services we may draw on in the future. Item 11: Language was removed prohibiting Vector Supervised Persons to trade a security being considered for purchase by the firm. Vector allows the security to be traded if it meets certain requirements. Item 12: Language was added further clarifying Vector’s procedure for trade allocations when block trading with limited investment opportunities. Item 17: Vector Wealth Management no longer engages in Proxy Voting for Clients: Clients receive and are responsible for all communications relating to proxy voting, including corporate reorganizations and corporate actions. Clients also receive general company communications, including certain prospectuses and annual reports. It is the Client’s responsibility to act upon any proxies, tender offers, proposed mergers and rights offerings. 3  Table of Contents Cover Page & About [item one] 1-2 Material Changes [item two] 3 Table of Contents [item three] 4 Advisory Business [item four] 5 Fees and Compensation [item five] 9 Performance-Based Fees & Side-by-Side Management [item six] 13 Types of Clients [item seven] 13 Methods of Analysis, Investment Strategies & Risk of Loss [item eight] 14 Disciplinary Information [item nine] 18 Other Financial Industry Activities & Affiliations [item ten] 19 Code of Ethics [item eleven] 21 Brokerage Practices [item twelve] 22 Review of Accounts [item thirteen] 26 Client Referrals & Other Compensation [item fourteen] 27 Custody [item fifteen] 29 Investment Discretion [item sixteen] 30 Voting Client Securities [item seventeen] 31 Financial Information [item eighteen] 31  [item four] Advisory Business SNS Financial Group, LLC dba Vector Wealth Management (“Vector” or the “Firm”) is a combination of VectorWealth Management, LLC, founded in 1993 and SNS Financial Group, LLC, founded in 2009. On November 13, 2019, Bluespring Wealth Partners, LLC (“Bluespring”), formerly known as Kestra Acquired Holdings, Inc., acquired all stock of SNS Financial Group, LLC dba Vector Wealth Management (“SNS”)from Vector HoldCo,Inc., and VectorWealth Management, LLC. SNSis a registered investment adviser providing financial and asset management services. SNS is a wholly-owned subsidiary of Vector HoldCo,Inc., which in turn is a wholly-owned subsidiary of Bluespring, which is a wholly-owned subsidiary of Kestra Financial, Inc. and indirect subsidiary of Kingfisher Holding, L.P. As of December 31, 2024, Vector had $1,488,809,874 of assets under management, of which $1,461,797,752 was managed on a discretionary basis and $27,012,122 was managed on a non- discretionary basis. In addition, the Firm had $22,206,749 in assets under advisement. Prior to engaging Vector to provide any of the services described below, the client is required to enter into one or more written agreements with Vector setting forth the terms and conditions under which Vector renders its services (collectively the “Agreement.”) While this brochure generally describes the business of Vector, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees, or any other person who provides investment advice on Vector’s behalf and is subject to the Firm’s supervision or control. 5  [item four] Investment Management Services Among other things, clients can engage Vector to manage all or a portion of their assets on a discretionary basis or, in limited circumstances, on a non-discretionary basis. Vector primarily allocates clients’ investment management assets among mutual funds, exchange- traded funds (“ETFs”), individual debt and equity securities, commodities, derivatives, and independent investment managers (“Independent Managers.”). In addition, Vector may recommend that clients who are “accredited investors” as defined under Rule 501 of the Securities Act of 1933, as amended, (the “Securities Act”) invest in private placement securities, which may include debt, equity, and/or pooled investment vehicles when consistent with the clients’ investment objectives. Vector also provides advice about any type of investment held in clients’ portfolios. Vector also renders non-discretionary investment management services to clients relative to, their individual employer sponsored retirement plans, and/or 529 plans or other products that may not be held by the client’s primary custodian. In so doing, Vector either directs or recommends the allocation of client assets among the various investment options that are available with the product. Client assets are maintained at the specific insurance company or custodian designated by the product. Vector tailors its advisory services to the individual needs of clients. As a fiduciary, Vector acts solely in the interests of its clients through transparency, disclosure of any potential for conflict of interest, and always in good faith. Central to the execution of a wealth management plan is a well-defined investment policy. Vector utilizes a proprietary application, Sojourn™, to develop a client specific investment policy. The process depends less on a written survey to determine risk tolerance and financial objectives, and more on an interactive process of mutual agreement through development of Sojourn™ scenarios. The investment policy that develops from this process may be changed on a semi-regular basis based on input we receive in our regularly scheduled meetings or conversations. You acknowledge this iterative process and that the investment policies delineated will be based on your goals and objectives rather than a survey- driven risk tolerance questionnaire. Additionally, you acknowledge that, given the uncertainties within financial markets, Vector may institute incremental adjustments with the investment policy to take advantage of investment opportunities. In situations where Vector is not implementing off a Sojourn™ plan, an Investment Policy will be agreed upon and documented based on periodic client review meetings. 6  [item four] Clients are advised to promptly notify Vector if there are changes in their financial situation or investment objectives or if they wish to impose any reasonable restriction upon Vector’s management services. Clients may impose reasonable restrictions or mandates on the management of their account (e.g., require that a portion of their assets be invested in socially responsible funds) if, in Vector’s sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to its management efforts. Concentrated Position and Portfolio Hedging For clients that have concentrated positions in a small number of securities, Vector offers this service to develop a custom option overlay. This could include a custom call writing strategy for clients who want the potential for more yield from their portfolio or a hedging strategy for clients looking to manage risk. Once an overlay strategy is determined, Vector will manage the overlay on a discretionary basis. While Vector tries to monitor and mitigate the risk of selling underlying securities, the Firm does not guarantee that underlying positions will not be sold due to assignment. Clients are advised that using options may result in the (sale) of underlying positions. Clients with low-cost basis in concentrated positions should be aware the sale of underlying securities may result in capital gains tax liability. The recommended investment minimum is $250,000 per position. Exceptions to the minimum can be made on a case-by- case basis. Use of Independent Managers As mentioned above, Vector recommends that certain clients authorize the active discretionary management of a portion of their assets by and/or among certain Independent Managers, based upon the stated investment objectives of the client. The terms and conditions under which the client engages the Independent Managers are set forth in a separate written agreement between Vector or the client and the designated Independent Managers. Vector renders services to the client relative to the discretionary selection of Independent Managers. Vector also monitors and reviews the account performance and the client’s investment objectives. Vector receives an annual advisory fee which is based upon a percentage of the market value of the assets being managed by the designated Independent Managers. 7  [item four] When selecting an Independent Manager for a client, Vector reviews information about the Independent Manager such as its disclosure brochure and/or material supplied by the independent third parties for a description of the Independent Manager’s investment strategies, past performance and risk results to the extent available. Factors that Vector considers in recommending an Independent Manager include the client’s stated investment objectives, management style, performance, reputation, financial strength, In addition to Vector’s written disclosure brochure, the client may also receive the written disclosure brochure of the designated Independent Managers. Certain Independent Managers may impose more restrictive account requirements and varying billing practices than Vector. In such instances, Vector may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. Retirement Plan Consulting Services Vector provides various consulting services to qualifying employee benefit plans and their fiduciaries. This suite of institutional services is designed to assist plan sponsors in structuring, managing and optimizing their corporate requirement plans. As disclosed in the Agreement, certain of the foregoing services are provided by Vector as a fiduciary under the Employee Retirement Income Security Act of1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of Vector’s fiduciary status, the specific services to be rendered, and all direct and indirect compensation the Firm reasonably expects under the engagement. Financial Planning Services Vector offers clients financial planning and consulting services, which include any or all of the following functions depending on the specific fiduciary arrangement with a client. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Vector recommendation and/or services. Financial Reporting Investment Consulting Charitable Giving Tax Planning Business Planning Cash Flow Forecasting Trust and Estate Planning Education Planning Distribution Planning Insurance Planning Retirement Planning Risk Management Manager Due Diligence 8  [item five] Fees and Compensation Vector offers its services on a fee only basis which, depending upon the type of engagement, include fees based on assets under management and/or fixed fees. Additionally, certain members of Vector’s Supervised Persons, in their individual capacities, may offer insurance products under a commission arrangement. Our financial professionals are compensated with a salary. Some advisors also receive variable compensation paid out of fees that our firm earns from our clients as an incentive to bring in and service new existing client assets. This presents a conflict of interest in that advisors are incentivized to increase client’s assets under management. Investment Management Fee Vector provides investment management services for an annual fee based on a percentage of the market value of the assets being managed. The fees charged for assets under management are tiered. As an example, the first $500,000of assets managed are billed at 1.2%, the next $500,000 at 1%, and the next $2,000,000 at .85%. This fee schedule is for new clients who retain Vector after March 31, 2019. For Vector clients, the annual fee is generally prorated and billed quarterly, in arrears, based upon the market value of the assets being managed by Vector on the last day of the quarter. However, as accommodation to Legacy SNS clients the annual fee is prorated and billed quarterly, in advance, based upon the market value of the assets being managed by Vector on the last day of the previous quarter. In recognition of the varying levels of financial complexity of our client’s financial lives, Vector reserves the right to discuss and agree upon an appropriate fee that may either be higher or lower than the stated schedule. Quarterly management fee calculations include dividend accruals as of the ex-dividend date. 9  [item five] Other Management Fees Portfolio Value Base Fee up to $500,000 1.20% $500,000 - $999,999 1.00% $1,000,000 - $2,999,999 0.85% $3,000,000 - $4,999,999 0.75% $5,000,000 and above 0.65% Vector manages, on a discretionary basis, investment strategies that are incorporated into the wealth management process for clients. These strategies are implemented with client approval. Vector may, in its sole discretion, aggregate all of a client’s managed accounts together to determine the maximum annual fee. Cash balances are included in asset values for asset- based fee billing purposes. Clients are advised that some strategies may have large cash balances for extended periods. Instead of being charged an asset-based fee, clients receiving multiple services such as asset management, investment coaching, and/or financial planning services can be charged a fixed fee at the Firm’s discretion. 10  [item five] Fees charged by Financial Institutions As further discussed in response to Item 12 (below), Vector generally recommends that clients utilize the brokerage and clearing services of Charles Schwab & Co., Inc. (“Schwab”) for investment management accounts. Vector may only implement its investment management recommendations after the client has arranged for and furnished Vector with all information and authorization regarding accounts with appropriate financial institutions. Financial institutions include, but are not limited to, Schwab and any other broker-dealer recommended by Vector, any broker-dealer directed by the client, trust companies, banks, etc. (collectively referred to herein as the “Financial Institutions”). Clients incur certain charges imposed by the Financial Institutions and other third parties such as brokerage commissions and other transaction costs, fees charged by Independent Managers, custodial fees, margin costs, reporting charges, charges imposed directly by a mutual fund or ETF in the account, which are disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), fees and expenses associated with private placement investments, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Vector does not, however, receive any portion of these commissions, fees, and costs. Fee Debit In many circumstances, Vector’s Agreement and the separate agreement with any Financial Institutions authorize Vector or Independent Managers to debit the client’s account for the amount of Vector’s fee and to directly remit that management fee to Vector or the Independent Managers. Any Financial Institutions that serve as qualified custodians for Vector’s clients’ accounts are required to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Vector. Alternatively, clients may elect to have Vector send an invoice for payment of the Firm’s fees. 11  [item five] Fees for Management During Partial Quarters of Service For the initial period of investment management services, the fees are calculated on a pro rata basis. If assets are deposited into or withdrawn from an account after the inception of a quarter that exceeds $5,000, the fee payable with respect to such assets will be prorated based on the number of days remaining in the quarter. The Agreement between Vector and the client will continue in effect until terminated by either party pursuant to the terms of the Agreement. For clients whose management fee is based on assets under management, Vector’s fees are prorated through the date of termination and any remaining balance is charged or refunded to the client, as appropriate. Subject to restrictions imposed on assets invested in certain investments, clients may make additions to and withdrawals from their account at any time, subject to Vector’s right to terminate an account. Additions may be in cash or securities provided that Vector reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to Vector, subject to the usual and customary securities settlement procedures. However, Vector designs its portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. Vector consults with its clients in a fiduciary capacity about the options and ramifications of transferring securities as necessary. However, clients are advised that when transferred securities are liquidated, they are subject to transaction fees, fees assessed at the mutual fund level and/or tax ramifications. 12  [item six] Performance-Based Fees & Side-by-Side Management Vector does not provide any services for performance-based fees. Performance-based fees are those based on a share of capital gains or capital appreciation of the assets of a client. [item seven] Types of Clients Vector provides its services to individuals, business owners, pension and profit sharing plans, trusts and estates. Minimum Account Size As a condition for starting and maintaining a relationship, Vector requires a minimum portfolio size of $500,000. Vector, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria including, for example, anticipated future earning capacity, anticipated future additional assets, pre-existing client, and pro bono activities. 13  [item eight] Methods of Analysis, Investment Strategies & Risk of Loss Methods of Analysis & Investment Strategies Vector’s primary objective is to work with clients to: Establish long term goals consistent with their risk and legacy desires; Use the Firm’s Sojourn™ system to assess financial resources and accumulation/distribution strategies; Establish a prudent, tax-efficient investment policy process; Facilitate a well-defined legacy structure and explore estate planning issues; and monitor and report investment results. Vector has established an Investment Committee which includes, among others, Jason Ranallo, Tom Fee, Sharon Calhoun and Jacob Ranallo. The Investment Committee determines both a high‐level allocation strategy as well as a general list of securities products approved to implement custom strategies for clients. Each client is assigned to a fiduciary advisor who customizes an allocation strategy within the framework of the Investment Committee’s allocation designs and approved product concepts. The Investment Committee uses a variety of resources to analyze securities to formulate opinions on markets and review products. When analyzing and selecting securities, asset types and categories are selected and combined to deliver what the Firm believes to be the most efficient design within each client’s portfolio. Vector recognizes that clients have accumulated certain securities products or positions over the years, and the Firm’s methodology allows it to maintain or build around these positions to allow for a great deal of customization in a client’s allocation. When implementing client portfolios, Vector may utilize a variety of different types of securities. Portfolios may consist of, among other things, mutual funds, ETFs, and individual debt and equity securities, securities traded over the counter, securities issued by foreign issuers, certificates of deposit, municipal securities; structured products, U.S. government securities, options and other derivatives, commodities, and/or partnerships investing in real estate. 14  [item eight] Vector’s Investment Committee uses combinations of fundamental analysis and technical analysis in its process of evaluation. Fundamental analysis involves the fundamental financial condition and competitive position of a company, asset class and/or sector. Vector will analyze the financial condition, capabilities of management, earnings, new products and services, as well as the company’s markets and position amongst its’ competitors in order to determine the recommendations made to clients. The primary risk in using fundamental analysis is that while the overall health and position of a company may be good, market conditions may negatively impact the security. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to identify market patterns and trends rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that Vector will be able to accurately predict such a reoccurrence. Risks of Loss General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear such loss. Market Risks The profitability of a significant portion of Vector’s recommendations may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that Vector will be able to predict those price movements accurately. 15  [item eight] Mutual Funds and ETFs An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event, they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholder fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed-based ETFs and more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 50,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. 16  [item eight] Options Options allow investors to buy or sell a security at a contracted “strike” price (not necessarily the current market price) at or within a specific period of time. Clients may pay or collect a premium for buying or selling an option. Investors transact in options to either hedge (limit) losses in an attempt to reduce risk or to speculate on the performance of the underlying securities. Options transactions contain a number of inherent risks, including the partial or total loss of principal in the event that the value of the underlying security or index does not increase/decrease to the level of the respective strike price. Holders of options contracts are also subject to default by the option writer which may be unwilling or unable to perform its contractual obligations. Use of Independent Managers Vector may recommend the use of Independent Managers for certain clients. Vector will continue to do ongoing due diligence of such managers, but such recommendations rely, to a great extent, on the Independent Managers ability to successfully implement their investment strategy. In addition, Vector does not have the ability to supervise the Independent Managers on a day-to-day basis other than as previously described in response to Item 4, above. Use of Private Collective Investment Vehicles On rare occasions, Vector may recommend the investment by certain clients in private collective investment vehicles (ex. hedge funds, private equity, private real estate, and private debt). The managers of these vehicles will have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments which may be traded and no requirement to diversify. The investment vehicles may trade on margin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment companies, there is an absence of regulation. There are numerous other risks in investing in these securities. The client will receive a private placement memorandum and/or other documents explaining such risks. 17  [item nine] Disciplinary Information Vector is required to disclose the facts of any legal or disciplinary events within the past ten years that are material to a client’s evaluation of its advisory business or the integrity of management. Vector has no required legal or disciplinary events to disclose. 18  [item ten] Other Financial Industry Activities & Affiliations Vector is required to disclose any relationship or arrangement that is material to its advisory business or to its clients with certain related persons. Vector has described such relationships and arrangements below. Insurance Agency & Receipt of Insurance Commissions Certain of Vector’s Supervised Persons, in their individual capacities, are also licensed insurance agents with Vector Insurance Services, LLC and various insurance companies, and in such capacity, may recommend, on a fully-disclosed commission basis, the purchase of certain fixed insurance products. As part of Vector’s services, its Supervised Persons make available the option to analyze insurance protection and secure insurance products, if the client agrees. Clients may also choose to use an outside agent of their choice to secure insurance protection. A conflict of interest exists to the extent that BlueSpring Wealth Partners owns Vector Insurance Services, LLC and profits from the sale of insurance products. We are affiliated with Arden Trust Company (Arden), a Delaware limited purpose trust company providing corporate trustee services. The recommendation of Arden for trust or other services creates a conflict of interest since our affiliate would receive additional compensation as a result of using their services. You are under no obligation to use Arden as a corporate trustee. We are affiliated with Comprehensive Brokerage Services, LLC (CBS), also referred to as Kestra Insurance Planning, a brokerage general insurance agency that supports insurance agents using their services to sell life insurance and annuity products. We use CBS to assist us in placing insurance products where such products are appropriate for our clients. Our use of CBS to provide you insurance and annuity products creates a conflict of interest since our affiliate would receive additional compensation as a result of using their services. 19  [item ten] We are affiliated with Kestra Investment Management, LLC (Kestra IM), an investment adviser which provides discretionary investment portfolio management services. Our recommendation of Kestra IM to provide portfolio management services creates a conflict of interest since our affiliate would earn additional compensation as a result of using their services. You are under no obligation to use Kestra IM as a portfolio manager. Delaware Statutory Trusts At times, clients who are accredited investors may seek to be more passive with their physical real estate holdings and avoid a taxable event through an IRS 1031 tax-deferred exchange. Vector may recommend investing the proceeds from their physical real estate sales into a passively owned real estate investment held within a Delaware Statutory Trust (DST). Recommending a DST may present a conflict of interest if the client subsequently executes on the DST purchase, as Vector may receive a consulting fee. 20  [item eleven] Code of Ethics Vector has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of fiduciary conduct expected of certain persons associated with the Firm (“associated persons”). The Firm’s Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material non-public information by Vector or any of its associated persons. The Code of Ethics also requires that certain of Vector’s personnel (called “Access Persons”)report their personal securities holdings and transactions and obtain pre- approval of certain investments such as initial public offerings and limited offerings. Vector and its associated persons are permitted to buy or sell securities that it also recommends to clients consistent with Vector’s policies and procedures. Unless specifically permitted in Vector’s Code of Ethics, Vector’s Access Persons may not effect for themselves or for their immediate family (i.e., spouse, minor children, and adults living in the same household as the Access Person) any transactions in a security which is being actively purchased or sold, or is being considered for purchase or sale, on behalf of any of Vector’s clients unless the transaction meets certain guidelines. For example, no Access Person can trade ahead of a client if the share quantity is greater than .009% of the total shares outstanding of the company. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by open-end mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Associated Persons are prohibited from trading on material nonpublic information or sharing such information. Vector has adopted policies and procedures to prevent the misuse of material nonpublic information. Clients and prospective clients may contact Vector to request a copy of its Code of Ethics. 21  [item twelve] Brokerage Practices As discussed above, in Item 5, Vector generally recommends that clients utilize the brokerage and clearing services of Schwab. Factors which Vector considers in recommending Schwab, or any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Schwab enables Vector to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. In addition, Schwab has agreed to compensate clients for any transfer fees that may be assessed for moving their account(s) to Schwab. The transaction fees charged by Schwab may be higher or lower than those charged by other Financial Institutions. The trade fees paid by Vector’s clients comply with Vector’s fiduciary duty to obtain “best execution.” Clients may pay transaction fees that are higher than another qualified Financial Institution might charge to effect the same transaction where Vector determines that the trade fees are reasonable in relation to the value of the brokerage. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, execution capability, trade fees, and responsiveness. Vector seeks competitive rates but may not necessarily obtain the lowest possible trade fees rates for client transactions. Transactions may be cleared through other Financial Institutions with whom Vector and the Financial Institutions have entered into agreements for prime brokerage clearing services. Vector periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. The client may direct Vector in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution, and Vector will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by Vector (as described below). As a result, the client may pay higher transaction costs (e.g., brokerage commissions and spreads) or receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, Vector may decline a client’s request to direct brokerage if, in Vector’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties or violate restrictions imposed by other broker- dealers (as further discussed below). 22  [item twelve] Transactions for each client generally will be effected independently, unless Vector decides to purchase or sell the same securities for several client sat approximately the same time. Vector may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable trade fees, or to allocate equitably among Vector’s client’s differences in prices and trade fees or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, a pre-allocation document will be created to determine the quantity of the securities required for each client account participating in the transaction. The transactions will be averaged as to price and the purchase and sale orders will be allocated among Vector’s clients in accordance with the pre-allocation for each client account on any given day. To the extent that Vector determines to aggregate client orders for the purchase or sale of securities, including securities in which Vector’s Supervised Persons may invest, Vector does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Vector does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the full intended block trade order was not filled in the market on a given day, a prorated allocation will be used for the accounts included in the allocation file. In the case Vector determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); 23  [item twelve] (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de-minimus allocation in one or more accounts, Vector may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Similar to a block order not being fully executed, in the case of limited investment opportunities allocation may be decided on the factors above in addition (but not limited) to factors such as account size, investment policy, risk tolerance. Limited investment opportunities may include orders for securities whose quantity is limited in number such as an allocation of initial public offering securities or specific fixed income securities. 24  [item twelve] Mutual Fund Transactions Although shares of no-load mutual funds can be purchased and redeemed without payment of transaction fees, the Firm may, consistent with its fiduciary duty of best execution, determine to cause client accounts to pay transaction fees that may be higher than those obtainable from other broker-dealers when purchasing shares of certain no-load mutual funds through a broker-dealer in order to obtain “research”. This research may not be used for the exclusive benefit of the clients who pay transaction fees in purchasing mutual fund shares. The Firm utilizes the brokerage and clearing services of Schwab. Vector may receive the following benefits from Schwab through its institutional division: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services the Schwab Institutional participants; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. Vector may also receive investment research from Schwab, both that of Schwab and that of third parties. Schwab also offers other services intended to help the Firm manage and further develop its business enterprise. These services include: educational conferences and events; technology, compliance, legal, and business consulting; and publications and conferences on practice management and business succession. Schwab may provide some of these services itself. In other cases, it will arrange for third- party vendors to provide the services to Vector. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide Vector with other benefits such as occasional business entertainment of the Firm’s personnel. Clients should be aware that this receipt of economic benefits creates a potential conflict of interest as such benefits create an incentive for Vector to choose Schwab over another broker- dealer that does not provide such benefits. 25  [item thirteen] Review of Accounts Account Reviews For those clients to whom Vector provides investment management services, Vector monitors those portfolios as part of an ongoing process while regular account reviews are conducted on at least an annual basis. Such reviews are conducted by one of Vector’s investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with Vector and to keep Vector informed of any changes thereto. Vector contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Unless otherwise agreed upon, clients are provided with transaction confirmation notices and regular summary account statements directly from the broker-dealer or custodian for the client accounts. Those clients to whom Vector provides investment advisory services will also receive a report from Vector that may include such relevant account and/or market- related information such as an inventory of account holding sand account performance on a quarterly basis; however, clients with assets under management of less than $250,000 will only receive performance reports annually. Clients should compare the account statements they receive from their custodian with those they receive from Vector. 26  [item fourteen] Client Referrals and Other Compensation Vector is required to disclose any relationship or arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. In addition, Vector is required to disclose any direct or indirect compensation that it provides for client referrals. In many circumstances, if a client is introduced to Vector by either an unaffiliated or an affiliated Promoter including Vector’s Supervised Persons, Vector pays that Promoter a referral fee in accordance with the requirements of Rule 206(4)-3 of the Advisors Act and any corresponding state securities law requirements. Any such referral fee is paid solely from Vector’s investment management fee and does not result in any additional charge to the client. If the client is introduced to Vector by an unaffiliated promoter, the prospective client is provided with a copy of Vector’s written disclosure brochure which meets the requirements of Rule 204-3 of the Advisers Act, a copy of the promoter’s disclosure statement containing the terms and conditions of the solicitation arrangement including compensation, and a brief statement about the material conflicts of the promoter relationship. Any affiliated promoter of Vector discloses the nature of his/her relationship to prospective clients at the time of the solicitation. By compensating a promoter for referrals, it can incentivize a person to provide a positive statement about Vector. Vector receives client referrals from Charles Schwab & Co., Inc. (“Schwab”) through Vector’s participation in Schwab Advisor Network® (“the Service”). The Service is designed to help investors find an independent investment advisor. Schwab is a broker-dealer independent of and unaffiliated with Vector. Schwab does not supervise Vector’s Advisors and has no responsibility for Vector’s management of clients’ portfolios or Vector’s other advice or services. Vector pays Schwab fees to receive client referrals through the Service. Vector’s participation in the Service may raise potential conflicts of interest described below. Vector pays Schwab a Participation Fee on all referred clients’ accounts that are maintained in custody at Schwab and a Non-Schwab Custody Fee on all accounts that are maintained at, or transferred to, another custodian. The Participation Fee paid by Vector is a percentage of the fees the client owes to Vector or a percentage of the value of the assets in the client’s account, subject to a minimum Participation Fee. Vector pays Schwab the Participation Fee for so long as the referred client’s account remains in custody at Schwab. The Participation Fee is billed to Vector quarterly and may be increased, decreased or waived by Schwab from time to time. The Participation Fee is paid by Vector and not by the client. 27  [item fourteen] Vector has agreed not to charge clients referred through the Service fees or costs greater than the fees or costs Vector charges clients with similar portfolios who were not referred through the Service. Vector generally pays Schwab a Non-Schwab Custody Fee if custody of a referred client’s account is not maintained by, or assets in the account are transferred from Schwab. This Fee does not apply if the client was solely responsible for the decision not to maintain custody at Schwab. The Non-Schwab Custody Fee is a one-time payment equal to a percentage of the assets placed with a custodian other than Schwab. The Non-Schwab Custody Fee is higher than the Participation Fees Advisor generally would pay in a single year. Thus, Vector will have an incentive to recommend that client accounts be held in custody at Schwab. The Participation and Non-Schwab Custody Fees are based on assets in accounts of Vector’s clients who were referred by Schwab and those referred clients’ family members living in the same household or any referrals those clients provide. Thus, Vector will have incentives to recommend that client accounts and household members of clients referred through the Service to maintain custody of their accounts at Schwab. For accounts of Vector's clients maintained in custody at Schwab, Schwab will not charge the client separately for custody but will receive compensation from Vector’s clients in the form of commissions or other transaction-related compensation on securities trades executed through Schwab. Schwab also will receive a fee (generally lower than the applicable commission on trades it executes) for clearance and settlement of trades executed through broker-dealers other than Schwab. Schwab’s fees for trades executed at other broker-dealers are in addition to the other broker-dealer’s fees. Thus, Vector may have an incentive to cause trades to be executed through Schwab rather than another broker-dealer. Vector, nevertheless, acknowledges its fiduciary duty to seek best execution of trades for client accounts. Trades for client accounts held in custody at Schwab may be executed through a different broker-dealer than trades for Vector’s other clients. Thus, trades for accounts custodied at Schwab may be executed at different times and different prices than trades for other accounts that are executed at other broker-dealers. Vector previously participated in TD Ameritrade’s AdvisorDirect program (the “referral program”). As a result of the merger between Schwab and TD Ameritrade, all participation fees previously paid to TD Ameritrade are now being paid to Schwab. Vector receives economic benefits from non-clients for providing advice or other advisory services to clients. This type of relationship, described in Item 12 above, poses a conflict of interest for Vector. 28  [item fifteen] Custody As this section pertains to disbursements, Vector declares third party custody assets of $644,985,879. Declaration of these assets is in accordance with the SEC “No Action” letter dated February 21, 2017 which outlines seven conditions that, if met, eliminate the requirement of a Surprise Annual Exam. Vector confirms they have met all seven requirements. The Financial Institutions that serve as the qualified custodian for client accounts are required to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Vector. In addition, as discussed in Item 13 above, Vector also sends quarterly supplemental reports to clients. Annual reports are sent to clients with assets under management of less than $250,000. Clients should carefully review the statements sent directly by the Financial Institutions and Vector. Vector Agreements with any Financial Institution may authorize Vector, through such Financial Institution, to debit the client’s account for the amount of Vector’s fee and to directly remit that management fee to Vector in accordance with applicable custody rules and as outlined in Vector’s Advisory Services Agreement. 29  [item sixteen] Investment Discretion In many circumstances, Vector is given the authority to exercise discretion on behalf of clients. Vector is considered to exercise investment discretion over a client’s account if it can effect transactions for the client without first having to seek the client’s consent. Vector is given this authority through a power-of-attorney included in the agreement between Vector and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). Vector takes discretion over the following activities: The securities to be purchased or sold; The amount of securities to be purchased or sold; When transactions are made; The Financial Institutions to be utilized; and The Independent Managers to be hired or fired. 30  [item seventeen] Voting Client Securities As a matter of the Firm’s policies and procedures, Vector does not vote on behalf of Clients. Clients receive and are responsible for all communications relating to proxy voting, including corporate reorganizations and corporate actions. Clients will also receive general company communications, including certain prospectuses and annual reports. It is the Client’s responsibility to act upon any proxies, tender offers, proposed mergers and rights offerings. The firm has engaged the services of Broadridge for Form N-PX reporting and filing services for Form N-PX. [item eighteen] Financial Information Vector does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance. In addition, Vector is required to disclose any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. Vector has no disclosures pursuant to this item. 31  Vector Wealth Management 43 Main Street SE, Suite 236 • Minneapolis, MN 55414 vectorwealth.com • 612-378-7560