STONECREST ADVISORS, INC.

300 West 6th Street Suite 1550 Austin, TX 78701 Contact Info: Office: 866 342-1069 Fax: 512 684-0001 March 31, 2026 PART 2A - APPENDIX 1 WRAP FEE PROGRAM BROCHURE This wrap fee program brochure provides information about the qualifications and business practices of Stonecrest Advisors, Inc. If you have any questions about the contents of this brochure, please contact us at (866) 342-1069 or by email at: ComplianceTeam@stonecrestpartners.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 Stonecrest Advisors, Inc. is also available on the SEC's website at www.adviserinfo.sec.gov. Stonecrest Advisors, Inc.'s CRD number is: 142095. Stonecrest Advisors, Inc. is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the filing of our last annual updating amendment, dated March 31, 2025, the following material changes have occurred. Item 5- Account Requirements & Types of Clients: The Firm has adopted a minimum account size of $20,000 USD, replacing its prior no minimum account size policy. 2  Item 3 Table of Contents Item 1 Cover Page Item 2 Material Changes Item 3 Table of Contents Item 4 Services, Fees and Compensation Item 5 Account Requirements and Types of Clients Item 6 Portfolio Manager Selection and Evaluation Item 7 Client Information Provided to Portfolio Managers Item 8 Client Contact with Portfolio Managers Item 9 Additional Information Page 1 Page 2 Page 3 Page 4 Page 5 Page 5 Page 9 Page 9 Page 10 3  Item 4 Services, Fees and Compensation Description of Firm Stonecrest Advisors, Inc. is a registered investment adviser based in Austin, TX. We are organized as a corporation under the laws of the State of Florida. Description of Services and Fees Stonecrest Advisors participates in and sponsors a wrap fee program, which allows Stonecrest Advisors to manage client accounts for a single fee that includes both portfolio management services and brokerage costs. The fee schedule ranges from 0.50% to 2.0% and is tiered based upon assets under management. These fees are negotiable depending upon the needs of the client and complexity of the situation and the final fee set forth in the investment advisory agreement signed upon entering into the advisory relationship. We use the last day of the previous month for purposes of determining the market value of the assets upon which the advisory fee is based. Advisory fees are withdrawn directly from the client's accounts through the qualified custodian with client written authorization. We will send the qualified custodian written notice of the amount of the fee to be deducted from your account at the same time a copy is sent to you. The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts disbursed from your account including the amount of the advisory fee paid directly to our firm. Fees are paid monthly in advance. Refunds are given on a prorated basis, based on the number of days remaining in the billing period on the effective date of termination. The fee refunded will be the balance of the fees collected in advance minus the daily rate* times the number of days in the billing period up to and including the effective date of termination. (*The daily rate is calculated by dividing the annual fee by 365). Clients may terminate the contract without penalty, for full refund, within five business days of signing the contract. Thereafter, clients may terminate the contract with 30 days written notice. Withdrawal of Assets You may withdraw account assets on notice to our firm, and subject to the usual and customary securities settlement procedures. However, we design our portfolios as long-term investments and asset withdrawals may impair the achievement of your specific investment objectives. Additional Fees You will not have to pay transaction or trading fees. However, you are still responsible for all other account fees, such as annual IRA fees to the custodian, postage/confirm fees, transition fees if the account is moved to another broker, or mutual fund fees. Contribution Cost Factors Portfolio management services are offered exclusively through our wrap fee program. We believe the above-stated fee schedule for our management services is competitive to non-wrap programs offered elsewhere. There are several factors that bear upon the relative cost of the program, including the trading activity in the client's account, the adviser's ability to aggregate trades, and the cost of the services if provided separately (which in turn depends on the prices and specific services offered by different providers). Wrap Fee Program Disclosures • The benefits under a wrap fee program depend, in part, upon the size of the Account, the management fee charged, and the number of transactions likely to be generated in the Account. For example, a wrap fee program may not be suitable for Accounts with little trading activity. In order to evaluate whether a wrap fee program is suitable for you, you should 4  • compare the Program Fee and any other costs of the Program with the amounts that would be charged by other advisers, broker-dealers, and custodians, for advisory fees, brokerage and other execution costs, and custodial services comparable to those provided under the Program. In considering the investment programs described in this brochure, you should be aware that participating in a wrap fee program may cost more or less than the cost of purchasing such advisory, brokerage, and custodial services separately from other advisers or broker-dealers. • Stonecrest Advisors may use sub-advisers to manage all or a portion of your account. Because we receive a single fee that includes both advisory and transaction costs, we have an incentive to limit trading activity in your account, which may result in fewer transactions than in a non- wrap account. We address this conflict through ongoing monitoring and our fiduciary obligation to act in your best interest. Compensation of Client Participation Neither Stonecrest Advisors, nor any representatives of Stonecrest Advisors receive any additional compensation beyond advisory fees for the participation of clients in the wrap fee program. However, compensation received may be more than what would have been received if the client paid separately for investment advice, brokerage, and other services. Therefore, Stonecrest Advisors may have a financial incentive to recommend the wrap fee program to clients. Item 5 Account Requirements and Types of Clients We offer investment advisory services to individuals (other than high net worth individuals) and high net worth individuals. In general, we require a minimum dollar amount of $20,000 USD to open and maintain an advisory account; however, we have the right to terminate your account if it falls below a minimum size which, in our sole opinion, is too small to manage effectively. We may also combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. Item 6 Portfolio Manager Selection and Evaluation Review of Performance Information Stonecrest Advisors reviews the performance information to determine and verify its accuracy and compliance with presentation standards. The performance information is reviewed monthly and is reviewed by Stonecrest Advisors. Related Persons Stonecrest Advisors and its personnel serve as the portfolio managers for all wrap fee program accounts. This is a conflict of interest in that no outside adviser assesses Stonecrest Advisor's management of the wrap fee program. However, Stonecrest Advisors addresses this conflict by acting in its clients' best interest consistent with its fiduciary duty as sponsor and portfolio manager of the wrap fee program. Advisory Business Stonecrest Advisors offers portfolio management services to its wrap fee program participants as discussed in Section 4 above. Portfolio Management 5  Stonecrest Advisors offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. Stonecrest Advisors creates an Investment Policy Statement for each client, which outlines the client's current situation (income, tax levels, and risk tolerance levels) and then constructs a plan (the Investment Policy Statement) to aid in the selection of a portfolio that matches each client's specific situation. Portfolio management includes, but is not limited to, the following: Investment strategy • • Personal investment policy • Asset allocation • Asset selection • Risk tolerance • Regular portfolio monitoring Stonecrest Advisors evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. Stonecrest Advisors will 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. Portfolio management accounts participating in the wrap fee program will not have to pay for transaction or trading fees. Stonecrest Advisors will charge clients one fee and pay transaction fees using the advisory fee collected from the client. Certain other fees are not included in the wrap fee and are paid for separately by the client. These include, but are not limited to, margin costs, charges imposed directly by a mutual fund or exchange traded fund, 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. Accounts participating in the wrap fee program are not charged higher advisory fees based on trading activity, but clients should be aware that Stonecrest Advisors has an incentive to limit trading activities for those accounts since the firm absorbs those transaction costs. To address this conflict, Stonecrest Advisors will always act in the best interests of its clients consistent with its fiduciary duty as an investment adviser. Performance-Based Fees and Side-By-Side Management Stonecrest Advisors does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Services Limited to Specific Types of Investments Stonecrest Advisors generally limits its investment advice and/or money management to mutual funds, equities, bonds, fixed income, debt securities, ETFs, REITs, insurance products including annuities, and government securities. Stonecrest Advisors may use other securities as well to help diversify a portfolio when applicable. Client Tailored Services and Client Imposed Restrictions Stonecrest Advisors offers the same suite of services to all of its clients. However, specific client financial plans and their implementation are dependent upon the client's specific objectives and financial circumstances. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. 6  Wrap Fee Programs Stonecrest Advisors sponsors and acts as portfolio manager for this wrap fee program. Stonecrest Advisors manages the investments in the wrap fee program. Amounts Under Management Stonecrest Advisors has the following assets under management: Discretionary Amounts: Non-Discretionary Amounts: Date Calculated: $108,431,578 $290,368,943 December 31, 2025 Methods of Analysis and Investment Strategies The main sources of information the Advisor uses are financial newspapers, magazines, financial television programs, research reports prepared by other people (industry analysts), corporate rating agencies (for example: Moody's and S&P), annual stock reports, prospectuses, filings with the Securities and Exchange Commission and company press releases. The main investment strategy involves long-term purchases (securities purchased and held for longer than one year) and short-term purchases (securities owned for less than a year). The Advisor will also use trading strategies (securities sold within 30 days) when appropriate, margin transactions (borrowing money from the custodian) as well as option trading strategies. The option strategies will include covered options, uncovered options and uncovered options or spreading strategies. Not all the strategies will be used for each individual client. The main strategy of the Advisor is long-term and short-term purchases and they carry less inherent risks than some of the other strategies. The investment advice provided along with the strategies we suggest will vary depending on each client's specific needs, goals and objectives. Investing in securities involves risk of loss that may include up to and including a complete loss of principal and clients should be prepared to bear loss. As part of our portfolio management services, we may use model portfolios developed by Envestnet, Inc. or another sub-adviser to manage all or a portion of your account on a discretionary basis to the extent we determine it is a suitable recommendation based on your objectives. We may select one or more model portfolios to manage your account. We will regularly monitor the performance of your accounts sub-managed by Envestnet, Inc. or another sub-adviser(s). We do not have discretion to hire and fire any sub-advisors without client consent. Prior to introducing clients to another investment adviser, we will ensure the other investment adviser is properly licensed, noticed filed, or exempt from registration with the state you are domiciled in. We have the discretion and authority to re-allocate your assets at any time. The following brief explanation of risk does not disclose all risks or all significant aspects of investing in financial markets but is included to give you an idea of the agreement you are entering in and the extent of your exposure to risk. Certain investment strategies may not be suitable for all members of the public. You should carefully consider whether the strategies employed will be appropriate for you when you consider your experience, objectives, financial situation, risk tolerance and other relevant circumstances regarding your situation. General Investment Risk All investments come with the risk of losing money. Investing involves substantial risk, including the possible loss of principal plus other losses and may not be suitable for everyone. Investments, unlike accounts at the bank, are not insured by the government to protect against market losses. Different market instruments have different types and degrees of risk, and you should familiarize yourself with the different types of instruments you are invested in or may be invested in. 7  Loss of Value There can be no assurance that a specific investment will achieve its objectives or goal, and past performance is not a guarantee of future performance. The value of investments will rise and fall with the fluctuation of the market and the underlying securities performance. Investments may not recoup the original amount invested and may be affected by changes in exchange, tax laws, foreign and domestic policy and government, economic or monetary policies. Interest Rate Risk Individual fixed income securities as well as funds that invest in bonds and other fixed income instruments may fall in value if interest rates change. Generally, the prices of debt securities fall when interest rates rise, and the prices of debt securities rise when interest rates fall. Generally long-term securities are more sensitive to these changes than short term. Credit Risk Investments in bonds and other fixed income securities are subject to the risk of the issuer(s) not making the required interest payments as well as not paying back the capital upon maturity. An issuer suffering an adverse change in its financial situation could have their credit rating lowered, leading to greater volatility in the price of the security. Usually, the lower the credit rating the greater the volatility of the price as well as less liquidity when a holder wishes to sell their position. Foreign Exchange Risk Foreign investments may be affected favorably or unfavorably by changes in the exchange rate as well as the regulations regarding currency. Changes in the exchange rate can affect the interest, dividends as well as principal of individual foreign securities as well as foreign investment funds. These changes can happen because of economic changes, geopolitical change, natural disasters and other things that may not appear to be directly tied to the underlying securities. Options Trading Risk Investments in options contracts have the risk of losing value in a short period of time. They can lose 100% of their investment as well as certain transactions have the potential for unlimited loss. Options contracts are leveraged instruments that allow the holder of a single contract to control many shares of an underlying investment. This leverage has a compounding effect on gains or losses. 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. Short-term trading risks include liquidity, economic stability and inflation, in addition to the long term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Voting Client Proxies Stonecrest Advisors 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. 8  Item 7 Client Information Provided to Portfolio Managers All client information material to managing the portfolio (including basic information, risk tolerance, sophistication level, and income level) is provided to the portfolio manager. The portfolio manager will also have access to that information as it changes and is updated. Privacy Notice We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. While servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Contact our main office at the telephone number on the cover page of this brochure if you have any questions regarding this policy. If you decide to close your account(s) we will adhere to our privacy policies, which may be amended from time to time. If we make any substantive changes in our privacy policy that would further permit or require disclosures of your private information, we will provide written notice to you. Where the change is based on permitted disclosures, you will be given an opportunity to direct us as to whether such disclosure is acceptable. Where the change is based on required disclosures, you will only receive written notice of the change. You may not opt out of the required disclosures. If you have questions about our privacy policies, contact our main office at the telephone number on the cover page of this brochure and ask to speak to the Chief Compliance Officer. Item 8 Client Contact with Portfolio Managers Without restriction, you should contact our firm or your advisory representative directly with any questions regarding your Program account. You should contact your advisory representative with respect to changes in your investment objectives, risk tolerance, or requested restrictions placed on the management of your Program assets. 9  Item 9 Additional Information Disciplinary Action and Other Financial Industry Activities Criminal or Civil Actions There are no criminal or civil actions to report. Administrative Proceedings There are no administrative proceedings to report. Self-regulatory Organization Proceedings There are no self-regulatory organization proceedings to report. Arrangements with Affiliated Entities We are affiliated with Stonecrest Capital Markets through common control and ownership. The affiliate is a securities broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. If you need or desire to open a separate brokerage account for specialized brokerage or investment products (separate and apart from your advisory account), we may recommend the products and services of our affiliated broker- dealer. SCMI does not earn or receive any commission-based compensation on transactions placed in your advisory account(s) held at Pershing. We are also affiliated with Stonecrest Partners of Puerto Rico, LLC through common ownership. This affiliate is a Puerto Rico licensed insurance agency for Puerto Rico licensed agents who are also registered investment advisors with Stonecrest Advisors, Inc. We are affiliated with Stonecrest Investment Management through common control and ownership. Stonecrest Investment Management is a private investment fund manager which may solicit you to invest in the Funds it advises. The Funds are offered to certain sophisticated investors, who meet certain requirements under applicable state and/or federal securities laws. Investors to whom the Funds are offered will receive a private placement memorandum and other offering documents. The fees charged by the Funds are separate and apart from our advisory fees. You should refer to the offering documents for a complete description of the fees, investment objectives, risks and other relevant information associated with investing in the Funds. Individuals affiliated with our firm may have made an investment in the Funds and may have an incentive to recommend the Funds over other investments. We are affiliated with Winlo Management Group, LLC, through common control and ownership. The affiliate is a securities broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. We do not share with any persons or have any arrangements with Winlo Management Group, LLC. Registration as a Broker/Dealer or Broker/Dealer Representative Investment Adviser Representatives of Stonecrest Advisors, Inc. are registered representatives of Stonecrest Capital Markets, Inc., a broker-dealer under common control with Stonecrest Advisors. In their capacity as registered representatives, these individuals receive commission-based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products that are sold solely in brokerage accounts. You are under no obligation, contractually or otherwise, to open a brokerage account with our affiliated broker-dealer. Moreover, our 10  affiliated broker-dealer or any person registered with our affiliated broker-dealer does NOT earn or share in any commissions on transactions made in advisory accounts, as all advisory accounts are held at an independent qualified custodian. Insurance Agents Individuals providing investment advice on behalf of our firm are licensed as independent insurance agents. These individuals will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these individuals are separate and in addition to our advisory fees. This practice presents a conflict of interest because individuals providing investment advice on behalf of our firm who are insurance agents have an incentive to recommend insurance products to you for the purpose of generating commissions rather than solely based on your needs. You are under no obligation, contractually or otherwise, to purchase insurance products through any person affiliated with our firm. Insurance will be offered only in the states where these individuals are properly licensed. Registration as a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor Neither Stonecrest Advisors nor its representatives are registered as or have pending applications to become a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor. Registration Relationships Material to this Advisory Business and Possible Investment Adviser Representatives of Stonecrest Advisors, Inc. are registered representatives of Stonecrest Capital Markets, Inc. In their capacity as registered representatives, these persons are able to receive commission-based compensation in connection with the purchase and sale of securities or other investment products that are sold solely in separate brokerage accounts. You are under no obligation, contractually or otherwise, to open a brokerage account with our affiliated broker- dealer. Moreover, neither our affiliated broker-dealer, nor any person registered with our affiliated broker-dealer will receive or share in any commissions on transactions made in advisory accounts, as all advisory accounts are held at an independent qualified custodian. Certain Investment Adviser Representatives of Stonecrest Advisors, Inc. are affiliated with another investment adviser through common control and ownership. These Investment Adviser Representatives will recommend that you use the services of the affiliate if appropriate for your needs. Our advisory services are separate and distinct from the compensation paid to the affiliate for their services. All material conflicts of interest under California Code of Regulations Section 260.238(k) are disclosed regarding the investment adviser, its representatives or any of its employees, which could be reasonably expected to impair the rendering of unbiased and objective advice. Code of Ethics, Client Referrals, and Financial Information Code of Ethics We have 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. Our Code of Ethics is available free upon request to any client or prospective client. 11  Participation or Interest in Client Transactions We are affiliated with one or more private funds (private pooled investment vehicles) in which you may be solicited to invest. Our Company, certain members of its management, and other knowledgeable employees may acquire, directly or indirectly, investment interests in our fund or have other financial interests (e.g. General Partner, Officers, Board Members, etc.) in the funds. This presents a conflict of interest because we have investments and/or are compensated by the private funds. Conflicts that arise are mitigated through our Company's fiduciary obligation to act in the best interest of our clients, contractual limitations that govern our activities as adviser or general partner, as applicable, and the requirement of our Company not to place its interests before its clients' interests when managing the funds. If you are an investor in a private fund, refer to the private fund's offering documents for detailed disclosures regarding the private funds. Agency Cross Transactions An agency cross transaction for an advisory client occurs when we, or one of our affiliates, acts as a broker for a transaction in which one of our advisory clients is on one side of the transaction and another person (not an advisory client) is on the other side of the transaction. We may, when we consider the transaction to be in your best interest, execute such transactions. While we could receive compensation from each party to the transaction, and would therefore have a conflict of interest, we do not directly or indirectly receive commissions or transaction-based compensation from cross trades. Clients may revoke the authorization to effect agency cross transactions at any time by providing us with written notice. In circumstances where we execute an agency cross transaction, we undertake to confirm that the buyer and seller are not related parties and that the transactions are executed at market price. We will review all trades executed as an agency cross for compliance with our best execution policy. Client Referrals Certain individuals providing investment advice on behalf of our firm receive compensation from other asset managers for referring clients to them. This arrangement will not cause you to pay more in advisory fees than you would otherwise pay had there been no solicitor's compensation. All referral fees paid to our firm or our IARs represent a portion of the fees actually charged to you by for investment advisory services. There is no differential between the amount or level of investment advisory fees that the asset manager will charge for managing the client account(s) in excess of that which they would customarily charge for managing any other new client's account with similar assets and which was not referred to the asset manager by our firm. Investing Personal Money in the Same Securities as Clients From time to time, representatives of Stonecrest Advisors may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of Stonecrest Advisors to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. Stonecrest Advisors will always document 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. Trading Securities At/Around the Same Time as Clients' Securities From time to time, representatives of Stonecrest Advisors may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of Stonecrest Advisors 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, Stonecrest Advisors will never engage in trading that operates to the client's disadvantage when similar securities are being bought or sold. 12  Frequency and Nature of Periodic Reviews and Who Makes Those Reviews Client accounts are reviewed at least annually by David Jones or by compliance staff supervised by David Jones. Compliance oversight is provided by the Firm’s Chief Compliance Officer, Paula Heffron. David Jones is the chief advisor and is instructed to review clients' accounts with regards to their investment policies and risk tolerance levels. All accounts at Stonecrest Advisors are assigned to this reviewer or compliance staff supervised by this reviewer. 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). Content and Frequency of Regular Reports Provided to Clients Each client will receive at least quarterly from the custodian a written report that details the client's account including assets held and asset value which will come from the custodian. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales A wards or Other Prizes) Stonecrest Advisors does not receive any economic benefit, directly or indirectly from any third party for advice rendered to Stonecrest Advisors clients. Compensation to Non-Advisory Personnel for Client Referrals Stonecrest Advisors does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. Balance Sheet Stonecrest Advisors does not require nor solicit prepayment of more than $500 in fees per client, six months or more in advance and therefore does not need to include a balance sheet with this brochure. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither Stonecrest Advisors nor its management have any financial conditions that are likely to reasonably impair our ability to meet contractual commitments to clients. Bankruptcy Petitions in Previous Ten Years Stonecrest Advisors has not been the subject of a bankruptcy petition in the last ten years. IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your 13  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. IRA Rollover Considerations As part of our investment advisory services to you, we may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset-based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because individuals providing investment advice on our behalf have an incentive to recommend a rollover to you for the purpose of generating fee- based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of: 1. Leaving the funds in your employer's (former employer's) plan. 2. Moving the funds to a new employer's retirement plan. 3. Cashing out and taking a taxable distribution from the plan. 4. Rolling the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage here are a few points to consider before you do so: 1. Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments. 2. Employer retirement plans generally have a more limited investment menu than IRAs. 3. Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds. 4. Your current plan may have lower fees than our fees. 5. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA. 14  6. You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services. 7. Our strategy may have higher risk than the option(s) provided to you in your plan. 8. Your current plan may also offer financial advice. 9. If you keep your assets titled in a 401k or retirement account, you could potentially delay your required minimum distribution beyond age 72. 10. Your 401k may offer more liability protection than a rollover IRA; each state may vary. 11. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. 12. You may be able to take out a loan on your 401k, but not from an IRA. 13. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home. 14. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 15. Your plan may allow you to hire us as the manager and keep the assets titled in the plan name. It is important that you understand the differences between these types of accounts and to decide whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment adviser representative, or call our main number as listed on the cover page of this brochure. 15 

300 West 6th Street Suite 1550 Austin, TX 78701 Contact Info: Office: 866-342-1069 Fax: 512-684-0001 March 31, 2026 Part 2A- FIRM BROCHURE This brochure provides information about the qualifications and business practices of Stonecrest Advisors, Inc. If you have any questions about the contents of this brochure, please contact us at 866- 342-1069 or by email at Compliance Team@stonecrestpartners.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 Stonecrest Advisors, Inc. (CRD# 142095) also is available on the SEC's website at www.adviserinfo.sec.gov. Stonecrest Advisors, Inc. is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the filing of our last annual updating amendment, dated March 15, 2024, the following material changes have been included in this ADV: Item 4-Advisory Business - The Firm has adopted a minimum account size of $20,000 USD. Item 7-Types of Clients - The Firm has adopted a minimum account size of $20,000 USD. Items 4 and 7 replace the Firm’s prior “no minimum” account size policy. 2  Item 3 Table of Contents Item 1 Cover Page Item 2 Material Changes Item 3 Table of Contents Item 4 Advisory Business Item 5 Fees and Compensation Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Types of Clients Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information Item 19 Requirements for State-Registered Advisers Item 20 Additional Information Page 1 Page 2 Page 3 Page 4 Page 6 Page 9 Page 9 Page 9 Page 13 Page 13 Page 15 Page 16 Page 17 Page 17 Page 18 Page 18 Page 18 Page 18 Page 18 Page 18 3  Item 4 Advisory Business Description of Firm Stonecrest Advisors, Inc. is a SEC registered investment adviser based in Austin, TX. We are a corporation organized under the laws of the State of Florida. Stonecrest Advisors, Inc., is wholly owned by Stonecrest Holdings, LLC. David Jones serves as the President and Chief Operating Officer. Paula Heffron serves as the Chief Compliance Officer. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to Stonecrest Advisors, Inc. and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Portfolio Management Services - Wrap Account The Firm offers both discretionary and non-discretionary management services with account minimums of $20,000 USD. If you participate in our discretionary portfolio management services, we require you to grant us discretionary authority to manage your account. Subject to a grant of discretionary authorization, we have the authority and responsibility to formulate investment strategies on your behalf. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without obtaining your approval prior to each transaction. We will also have discretion over the broker or dealer to be used for securities transactions in your account. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased or sold for your account) by providing our firm with your restrictions and guidelines in writing. We also offer non-discretionary portfolio management services. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. You have an unrestricted right to decline implementing any advice provided by our firm on a non- discretionary basis. As part of our portfolio management services, in addition to other types of investments (see disclosures below in this section), we may invest your assets according to one or more model portfolios developed by an unaffiliated investment manager. These models are designed for investors with varying degrees of risk tolerance ranging from a more aggressive investment strategy to a more conservative investment approach. Clients whose assets are invested in model portfolios may not set restrictions on the specific holdings or allocations within the model, nor the types of securities that can be purchased in the model. Nonetheless, clients may impose restrictions on investing in certain securities or types of securities in their account. In such cases, this may prevent a client from investing in certain models that are managed by our firm. 4  As part of our portfolio management services, we may use model portfolios developed by Envestnet, Inc. or another sub-adviser to manage all or a portion of your account on a discretionary basis to the extent we determine it is a suitable recommendation based on your objectives. We may select one or more model portfolios to manage your account. We will regularly monitor the performance of your accounts sub-managed by Envestnet, Inc. or another sub-adviser(s). We do not have discretion to hire and fire any sub-advisors without client consent. Prior to introducing clients to another investment adviser, we will ensure the other investment adviser is properly licensed, noticed filed, or exempt from registration with the state you are domiciled in. We have the discretion and authority to re-allocate your assets at any time. You will not pay our firm a higher advisory fee because of any sub-advisory relationships that we enter into. All advisory fees are payable in accordance with the fee schedule set forth in Item 5 and as per the specific terms of your signed advisory agreement. Financial Planning Services We offer financial planning services which typically involve providing a variety of advisory services to clients regarding the management of their financial resources based upon an analysis of their individual needs. These services can range from broad-based financial planning to consultative or single subject planning. If you retain our firm for financial planning services, we will meet with you to gather information about your financial circumstances and objectives. We may also use financial planning software to determine your current financial position and to define and quantify your long-term goals and objectives. Once we specify those long-term objectives (both financial and non-financial), we will develop shorter-term, targeted objectives. Once we review and analyze the information you provide to our firm and the data derived from our financial planning software, we will deliver a written plan to you, designed to help you achieve your stated financial goals and objectives. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. Pursuant to California Code of Regulations, 10 CCR Section 260.235.2, Stonecrest Advisors, Inc. hereby makes the following statement: a conflict exists between the interest of Stonecrest Advisors, Inc. and the interests of the client. Further, the client has no obligation to act upon Stonecrest Advisors, Inc.’s recommendations, and if the client elects to act on any of the recommendations, the client is under no obligation to effect the transactions through Stonecrest Advisors, Inc. All material conflicts of interest under CCR Section 260.238 (k) are disclosed regarding the investment adviser, its representatives or any of its employees, which could be reasonably expected to impair the rendering of unbiased and objective advice. While the firm endeavors to offer clients its specialized services at reasonable costs, the fees charged by other advisers for comparable services may be lower than the fees charged by Stonecrest Advisors, Inc. Wrap Fee Program Disclosures Our portfolio management services described above are offered on a wrap-fee basis. All clients that participate in our portfolio management services described above will pay our firm a single fee, which includes our portfolio management fees, transaction and custodial costs. You will be responsible for postage and confirmation fees billed separately by the custodian. The overall cost you will incur if you participate in our wrap-fee portfolio management program may be higher or lower than you might incur by separately purchasing the types of investments available in the program. Under a wrap fee program, we receive a single fee for advisory and transaction services. This creates a conflict of interest because we have an incentive to limit trading activity in your account which may result in fewer transactions than in a non-wrap account. We address this conflict through ongoing monitoring and our fiduciary duty to act in your best interest. For additional disclosures concerning the Wrap Fee Program, see the Stonecrest Advisors, Inc. Wrap Fee Program Brochure (Appendix 1). 5  Types of Investments We offer advice on equity securities, warrants, corporate debt securities, commercial paper, certificates of deposit, municipal securities, variable life insurance, variable annuities, mutual fund shares, United States government securities, money market funds, real estate, REITs, derivatives, structured notes, ETFs and interests in partnerships investing in real estate. Additionally, we may advise you on various types of investments based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. In general, we manage wrap fee accounts on a discretionary basis. Wrap fee accounts are typically more appropriate for active accounts and are managed accordingly. IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. 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. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Assets Under Management As of December 31, 2025, we provide continuous management services for $108,431,578 USD in client assets on a discretionary basis, and $290,368,943 USD in client assets on a non-discretionary basis. Item 5 Fees and Compensation Portfolio Management Services Our fee for portfolio management services is based on a percentage of the assets in your account and ranges from 0.50% up to 2.0%. Our annual portfolio management fee is billed and payable, monthly in advance, based on the market value of assets on the last day of the previous month, unless negotiated otherwise. 6  If the portfolio management agreement is executed at any time other than the first day of a calendar month, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the month for which you are a client. In such cases, the prorated fee assessed for the remaining days left in the month will be calculated using the value of assets on the first day the custodial account is funded. Our advisory fee is negotiable, depending on individual client circumstances. The executed investment advisory agreement will set forth the mutually agreed-upon advisory fee. Advisory fees will not exceed 2.0% annually. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the breakpoints available in our fee schedule stated above. We will deduct our advisory fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met: • You provide our firm with written authorization permitting the fees to be paid directly from your account held by the qualified custodian. • We send the qualified custodian written notice of the amount of the fee to be deducted from your account. • The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts disbursed from your account including the amount of the advisory fee paid directly to our firm. We encourage you to review all statement(s) you receive from your qualified custodian for accuracy. If you find any inconsistent information, call our main office number located on the cover page of this brochure. You may terminate the portfolio management agreement upon 30 days’ written notice. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the month for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Financial Planning Fees We typically charge a fixed fee for financial planning services with a maximum fee of $2,500. The first half of the estimated fee is due in advance of services rendered with the remaining balance payable upon completion of the contracted services. The fee is negotiable depending upon the complexity and scope of the plan, your financial situation, and your objectives. We will not require prepayment of fees more than six months in advance and in excess of $500. Should the engagement last longer than six months between acceptance of financial planning agreement and delivery of the financial plan, any prepaid unearned fees will be promptly returned to you less a pro rata charge for bona fide financial planning services rendered to date. You may terminate the financial planning agreement by providing written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the agreement, which means you will incur fees only for the services rendered. If you have pre-paid financial planning fees that we have not yet earned, you will receive a prorated refund of those fees. 7  Additional Fees and Expenses As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange-trade funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You will not incur additional transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are included our portfolio management fee. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices, refer to the Brokerage Practices section of this brochure. State of California Required Disclosures While our firm endeavors at all times to offer clients specialized services at reasonable costs, the fees charged by other investments advisers for comparable services may be lower than the fees charged by our firm. Compensation for the Sale of Securities or Other Investment Products Certain individuals providing investment advice on behalf of our firm may be registered representatives with Stonecrest Capital Markets, Inc. ("SCMI"), a securities broker-dealer, and a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). In their separate capacities as registered representatives, these individuals may receive commission-based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products that are sold to customers that choose to open a separate brokerage account in lieu of an advisory account or in addition to an advisory account (for access to specialized investment products). In some cases, a brokerage account may be a more suitable account type, depending on your circumstances and/or objectives. You are under no obligation, contractually or otherwise, to open a brokerage account with our affiliated broker-dealer. When you open an advisory account, your assets will be held by an independent qualified custodian. Moreover, our affiliated broker-dealer does NOT earn or share in any commissions on transactions made in advisory accounts, as all advisory accounts are held at an independent qualified custodian. See Item 12 for more information on our custodial relationships. Individuals providing investment advice on behalf of our firm are licensed as independent insurance agents. These individuals will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these individuals are separate and in addition to our advisory fees. This practice presents a conflict of interest because individuals providing investment advice on behalf of our firm who are insurance agents have an incentive to recommend insurance products to you for the purpose of generating commissions rather than solely based on your needs. You are under no obligation, contractually or otherwise, to purchase insurance products through any individual affiliated with our firm. Compensation in the Form of Forgivable Loans From time to time, when our firm adds new individuals as investment adviser representatives, these individuals will register as broker-dealer representatives of SCMI. To assist these new representatives as they transition to our firm and SCMI, SCMI has and will provide these representatives with cash loans. While the specific terms of each loan may differ, they are generally structured as forgivable loans. The forgivable loan SCMI provides is a time-based loan that also may be based on a minimum annual gross production. In this type of loan, the loan is forgiven based on the minimum production amount and/or the amount of time the representative continues to work with SCMI. For example, in an eight-year time-based loan, 12.5% of the loan will be forgiven in year one if the representative generates $200,000 in gross proceeds during year one. If the representative does not meet the $200,000 threshold, the loan will not amortize for that year and the payback period for the loan will be extended for one year. 8  A time-based loan presents a conflict of interest in that if the representative's performance is not satisfactory during the period of the loan, SCMI may terminate the representative, and the representative will owe SCMI the remaining balance of the loan plus interest. The representative is incentivized to keep production at a high enough level that his or her employment will be continued through the course of the loan. Item 6 Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of a capital gains or capital appreciation of a client's account. Side-by- side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Our fees are calculated as described in the Fees and Compensation section above, and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Item 7 Types of Clients We offer investment advisory services to individuals, small businesses, corporate pension and profit sharing plans, trusts, estates and charitable organizations and foundations. In general, we require a minimum dollar amount of $20,000 USD to open and maintain an advisory account; however, we have the right to terminate your Account if it falls below a minimum size which, in our sole opinion, is too small to manage effectively. We may also combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Our Methods of Analysis and Investment Strategies We may use one or more of the following methods of analysis or investment strategies when providing investment advice to you: Long-Term Purchases - securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long- term which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in other investments. Short-Term Purchases - securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. Risk: Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short-term which may be very difficult and will incur a disproportionately higher amount of transaction costs compared to long-term trading. There are many factors that can affect financial market performance in the short-term (such as short-term interest rate changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer periods of times. 9  Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial information, liquidity needs and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. It is important that you notify us immediately with respect to any material changes to your financial circumstances, including for example, a change in your current or expected income level, tax circumstances, or employment status. We typically do not perform quantitative or qualitative analysis of individual securities. Instead, we will advise you on how to allocate your assets among various classes of securities or third party money-managers. We primarily rely on investment model portfolios and strategies developed by the third party money managers and their portfolio managers. We may replace or recommend replacing a third party money manager at any time if there is a significant deviation in characteristics or performance from the stated strategy and/or benchmark. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you consult with a tax professional regarding the investing of your assets. Moreover, custodians and broker-dealers must report the cost basis of equities acquired in client accounts on or after January 1, 2011. Your custodian will default to the First-In First-Out ("FIFO") accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market peaks or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Other Risk Considerations When evaluating risk, financial loss may be viewed differently by each client and may depend on many different risks, each of which may affect the probability and magnitude of any potential loses. The following risks may not be all-inclusive but should be considered carefully by a prospective client before retaining our services. Liquidity Risk: The risk of being unable to sell your investment at a fair price at a given time due to high volatility or lack of active liquid markets. You may receive a lower price or it may not be possible to sell the investment at all. Credit Risk: Credit risk typically applies to debt investments such as corporate, municipal, and sovereign fixed income or bonds. A bond issuing entity can experience a credit event that could impair or erase the value of an issuer's securities held by a client. Inflation and Interest Rate Risk: Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of a client's future interest payments and principal. Inflation also generally leads to higher interest rates which may cause the value of many types of fixed income investments to decline. 10  Horizon and Longevity Risk: The risk that your investment horizon is shortened because of an unforeseen event, for example, the loss of your job. This may force you to sell investments that you were expecting to hold for the long term. If you must sell at a time when the markets are down, you may lose money. Longevity Risk is the risk of outliving your savings. This risk is particularly relevant for people who are retired or are nearing retirement. Recommendation of Particular Types of Securities We recommend various types of securities, and we do not primarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with the investment. A description of the types of securities we may recommend to you and some of their inherent risks are provided below. Certificates of Deposit: Certificates of deposit are generally the safest type of investment since they are insured by the federal government up to a certain amount. However, because the returns are generally very low, it is possible for inflation to outpace the return. Likewise, U.S. government securities are backed by the full faith and credit of the U.S. Government, but it is also possible for the rate of inflation to exceed the returns. Municipal Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and the overall health of the economy. In general, larger, better-established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") are but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual Funds and Exchange Traded Funds: Mutual funds and exchange traded funds ("ETF") are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be 11  "closed end" or "open end". So-called "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end" funds have a fixed number of shares to sell which can limit their availability to new investors. ETFs may have tracking error risks. For example, the ETF investment adviser may not be able to cause the ETF's performance to match that of its Underlying Index or other benchmark, which may negatively affect the ETF's performance. In addition, for leveraged and inverse ETFs that seek to track the performance of their Underlying Indices or benchmarks on a daily basis, mathematical compounding may prevent the ETF from correlating with performance of its benchmark. In addition, an ETF may not have investment exposure to all of the securities included in its Underlying Index, or its weighting of investment exposure to such securities may vary from that of the Underlying Index. Some ETFs may invest in securities or financial instruments that are not included in the Underlying Index, but which are expected to yield similar performance. Commercial Paper: Commercial paper ("CP") is, in most cases, an unsecured promissory note that is issued with a maturity of 270 days or less. Being unsecured the risk to the investor is that the issuer may default. There is less risk in asset based commercial paper (ABCP). The difference between ABCP and CP is that instead of being an unsecured promissory note representing an obligation of the issuing company, ABCP is backed by securities. Therefore, the perceived quality of the ABCP depends on the underlying securities. Variable Annuities: A variable annuity is a form of insurance where the seller or issuer (typically an insurance company) makes a series of future payments to a buyer (annuitant) in exchange for the immediate payment of a lump sum (single-payment annuity) or a series of regular payments (regular-payment annuity). The payment stream from the issuer to the annuitant has an unknown duration based principally upon the date of death of the annuitant. At this point, the contract will terminate, and the remainder of the funds accumulated forfeited unless there are other annuitants or beneficiaries in the contract. Annuities can be purchased to provide an income during retirement. Unlike fixed annuities that make payments in fixed amounts or in amounts that increase by a fixed percentage, variable annuities, pay amounts that vary according to the performance of a specified set of investments, typically bond and equity mutual funds. Many variable annuities typically impose asset-based sales charges or surrender charges for withdrawals within a specified period. Variable annuities may impose a variety of fees and expenses, in addition to sales and surrender charges, such as mortality and expense risk charges; administrative fees; underlying fund expenses; and charges for special features, all of which can reduce the return. Earnings in a variable annuity do not provide all the tax advantages of 401(k)s and other before-tax retirement plans. Once the investor starts withdrawing money from their variable annuity, earnings are taxed at the ordinary income rate, rather than at the lower capital gains rates applied to other non- tax-deferred vehicles which are held for more than one year. Proceeds of most variable annuities do not receive a "step-up" in cost basis when the owner dies like stocks, bonds and mutual funds do. Some variable annuities offer "bonus credits." These are usually not free. In order to fund them, insurance companies typically impose mortality and expense charges and surrender charge periods. In an exchange of an existing annuity for a new annuity (so-called 1035 exchanges), the new variable annuity may have a lower contract value and a smaller death benefit; may impose new surrender charges or increase the period of time for which the surrender charge applies; may have higher annual fees; and provide another commission for the broker. Real Estate Investment Trust: A real estate investment trust ("REIT") is a corporate entity which invests in real estate and/or engages in real estate financing. A REIT reduces or eliminates corporate income taxes. REITs can be publicly or privately held. Public REITs may be listed on public stock exchanges. REITs are required to declare 90% of their taxable income as dividends, but they pay dividends out of funds from operations, so cash flow has to be strong or the REIT must either dip into reserves, borrow to pay dividends, or distribute them in stock (which causes dilution). After 2012, the IRS stopped permitting stock dividends. Most REITs must refinance or erase large balloon debts periodically. The credit markets are no longer frozen, but banks are demanding, and getting, harsher terms to re-extend REIT debt. Some REITs may be forced to make secondary stock offerings to repay debt, which will lead to additional dilution of the stockholders. Fluctuations in the real estate market can affect the REIT's value and dividends. 12  Warrants: A warrant is a derivative (security that derives its price from one or more underlying assets) that confers the right, but not the obligation, to buy or sell a security – normally an equity – at a certain price before expiration. The price at which the underlying security can be bought or sold is referred to as the exercise price or strike price. Warrants that confer the right to buy a security are known as call warrants; those that confer the right to sell are known as put warrants. Warrants are in many ways similar to options. The main difference between warrants and options is that warrants are issued and guaranteed by the issuing company, whereas options are traded on an exchange and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Warrants do not pay dividends or come with voting rights. Derivatives: Derivatives are types of investments where the investor does not own the underlying asset. There are many different types of derivative instruments, including, but not limited to, options, swaps, futures, and forward contracts. Derivatives have numerous uses as well as various risks associated with them, but they are generally considered an alternative way to participate in the market. Investors typically use derivatives for three reasons: to hedge a position, to increase leverage, or to speculate on an asset's movement. The key to making a sound investment is to fully understand the characteristics and risks associated with the derivative, including, but not limited to counterparty, underlying asset, price, and expiration risks. The use of a derivative only makes sense if the investor is fully aware of the risks and understands the impact of the investment within a portfolio strategy. Due to the variety of available derivatives and the range of potential risks, a detailed explanation of derivatives is beyond the scope of this disclosure. Structured Products: A structured product, also known as a market-linked product, is generally a pre- packaged investment strategy based on derivatives, such as a single security, a basket of securities, options, indices, commodities, debt issuances, and/or foreign currencies, and to a lesser extent, swaps. Structured products are usually issued by investment banks or affiliates thereof. They have a fixed maturity and have two components: a note and a derivative. The derivative component is often an option. The note provides for periodic interest payments to the investor at a predetermined rate, and the derivative component provides for the payment at maturity. Some products use the derivative component as a put option written by the investor that gives the buyer of the put option the right to sell to the investor the security or securities at a predetermined price. Other products use the derivative component to provide for a call option written by the investor that gives the buyer of the call option the right to buy the security or securities from the investor at a predetermined price. A feature of some structured products is a "principal guarantee" function, which offers protection of principal if held to maturity. However, these products are not always Federal Deposit Insurance Corporation insured; they may only be insured by the issuer and thus have the potential for loss of principal in the case of a liquidity crisis, or other solvency problems with the issuing company. Investing in structured products involves a number of risks including but not limited to: fluctuations in the price, level or yield of underlying instruments, interest rates, currency values and credit quality; substantial loss of principal; limits on participation in any appreciation of the underlying instrument; limited liquidity; credit risk of the issuer; conflicts of interest; and, other events that are difficult to predict. Item 9 Disciplinary Information We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. We have no legal or disciplinary events to disclose. Item 10 Other Financial Industry Activities and Affiliations Registrations with Broker-Dealer 13  Certain individuals providing investment advice on behalf of our firm may also be registered as representatives with Stonecrest Capital Markets, Inc. ("SCMI"), a securities broker-dealer, and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. See the Fees and Compensation section of this brochure for more information on this topic. Insurance Agents Certain individuals providing investment advice on behalf of our firm are licensed as independent insurance agents either through Stonecrest Capital Markets, Inc. or through Stonecrest Partners of Puerto Rico, LLC, both of which are affiliated insurance agencies. These individuals will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these individuals are separate and in addition to our advisory fees. This practice presents a conflict of interest because individuals providing investment advice on behalf of our firm who are insurance agents have an incentive to recommend insurance products to you for the purpose of generating commissions rather than solely based on your needs. You are under no obligation, contractually or otherwise, to purchase insurance products through any individual affiliated with our firm. Insurance will be offered only in the states where these individuals are properly licensed. Arrangements with Affiliated Investment Advisers Certain individuals providing investment advice on behalf of our firm are affiliated with another investment adviser through common control and ownership. These individuals will recommend that you use the services of the affiliate if appropriate and suitable for your needs. Our advisory services are separate and distinct from the fees paid to the affiliate for their services. Arrangements with Affiliated Entities We are affiliated with Stonecrest Capital Markets through common control and ownership. The affiliate is a securities broker-dealer and FINRA/SIPC member. If you need or desire to open a separate brokerage account for specialized brokerage or investment products (separate and apart from your advisory account), we may recommend the products and services of our affiliated broker-dealer. SCMI does not earn or receive any commission-based compensation on transactions placed in your advisory account(s) held at Pershing or other independent qualified custodian. We are also affiliated with Stonecrest Partners of Puerto Rico, LLC through common ownership. This affiliate is a Puerto Rico licensed insurance agency for Puerto Rico licensed agents who are also registered investment advisors with Stonecrest Advisors, Inc. We are affiliated with Stonecrest Investment Management, LLC through common control and ownership. The affiliate is a private investment fund manager. Certain individuals providing investment advice on behalf of our firm are also managers and advisers to the fund manager. We are affiliated with Winlo Management Group, LLC, through common control and ownership. The affiliate is a securities broker-dealer, and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. We do not share any related persons or arrangements with Winlo Management Group, LLC. Referral arrangements with an affiliated entity present a conflict of interest for us because we may have a direct or indirect financial incentive to recommend an affiliated firm's services or products. While we believe that compensation charged by an affiliated firm is competitive, such compensation may be higher than fees charged by other firms providing the same or similar services. You are under no obligation to use the services or products of any firm we recommend, whether affiliated or otherwise, and may obtain comparable services and/or lower fees through other firms. 14  Stonecrest Advisors Inc and its related persons may be compensated as a solicitor for referring clients to advisers. The compensation arrangement surrounding the payment for client referrals to advisers would be in compliance with Rule 206(4)-1 of the Investment Advisers Act of 1940 (the Marketing Rule). A client who is solicited will receive an additional disclosure document specifically describing the arrangement and the compensation paid to the solicitor. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for individuals associated with our firm. Our goal is to always protect your interests and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All individuals associated with our firm are expected to adhere strictly to these guidelines. Individuals associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by individuals associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions We serve as the general partner or are affiliated with one or more private funds (private pooled investment vehicles) in which you may be solicited to invest. Our Company, certain members of its management, and other knowledgeable employees may acquire, directly or indirectly, investment interests in our fund or have other financial interests (e.g. General Partner, Officers, Board Members, etc.) in the funds. This presents a conflict of interest because we have investments and/or are compensated by the private funds. Conflicts that arise are mitigated through our Company's fiduciary obligation to act in the best interest of our clients, contractual limitations that govern our activities as adviser or general partner, as applicable, and the requirement of our Company not to place its interests before its clients' interests when managing the funds. If you are an investor in a private fund, refer to the private fund's offering documents for detailed disclosures regarding the private funds. Agency Cross Transactions An agency cross transaction for an advisory client occurs when we, or one of our affiliates, acts as a broker for a transaction in which one of our advisory clients is on one side of the transaction and another person (not an advisory client) is on the other side of the transaction. We may, when we consider the transaction to be in your best interest, execute such transactions. We could receive compensation from each party to the transaction and would therefore have a conflict of interest. Clients may revoke the authorization to effect agency cross transactions at any time by providing us with written notice. In circumstances where we execute an agency cross transaction, we undertake to confirm that the buyer and seller are not related parties and that the transactions are executed at the prevailing market price. We will review all trades executed as an agency cross for compliance with our best execution policy. Personal Trading Practices Our firm or individuals associated with our firm may buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor individuals associated with our firm shall have priority over your account in the purchase or sale of securities. 15  Block Trading Our firm or individuals associated with our firm may buy or sell securities for you at the same time we or persons associated with our firm buy or sell such securities for our own account. We may also combine our orders to purchase securities with your orders to purchase securities ("block trading"). Refer to the Brokerage Practices section in this brochure for information on our block trading practices. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To eliminate this conflict of interest, it is our policy that neither our firm nor individuals associated with our firm shall have priority over your account in the purchase or sale of securities. Item 12 Brokerage Practices We recommend the brokerage and custodial services of Pershing LLC (whether one or more "Custodian"). Your assets must be maintained in an account at a "qualified custodian," generally a broker-dealer or bank. We seek to recommend a custodian/broker that will hold your assets and execute transactions on terms that are, overall, the most favorable compared to other available providers and their services. We consider various factors, including: • Capability to buy and sell securities for your account itself or to facilitate such services. • The likelihood that your trades will be executed. • Availability of investment research and tools. • Overall quality of services. • Competitiveness of price. • Reputation, financial strength, and stability. • Existing relationship with our firm and our other clients. Research and Other Soft Dollar Benefits We do not have any soft dollar arrangements. Economic Benefits As a registered investment adviser, we have access to the institutional platform of your account custodian. As such, we will also have access to research products and services from your account custodian and/or other brokerage firm. These products may include financial publications, information about specific companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our firm in the performance of our investment decision-making responsibilities. Such research products and services are provided to all investment advisers that utilize the institutional services platforms of these firms and are not considered to be paid for with soft dollars. However, you should be aware that the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Block Trades Where appropriate we may (but are not obligated to) combine multiple orders for shares of the same securities purchased for discretionary advisory accounts we manage (this practice is commonly referred to as "block trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. In certain cases, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs on any given day. If you participate in our wrap fee program 16  described above, you will not pay any portion of the transaction costs in addition to the program fee. In the event an order is only partially filled, the shares will be allocated to participating accounts in a fair and equitable manner, typically in proportion to the size of each client's order. Accounts owned by our firm or individuals associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. Item 13 Review of Accounts The investment adviser representatives of Stonecrest Advisors, Inc. will monitor your accounts on an ongoing basis and will conduct account reviews at least annually, to ensure the advisory services provided to you are consistent with your investment needs and objectives. Additional reviews may be conducted based on various circumstances, including, but not limited to: • contributions and withdrawals, • year-end tax planning, • market moving events, • security specific events, and/or, • changes in your risk/return objectives. The individuals conducting reviews may vary from time to time, as personnel join or leave our firm. We will not provide you with additional or regular written reports. You will receive trade confirmations and monthly or quarterly statements from your account custodian(s). While reviews and updates to the financial plan are not part of the contracted services, at your request we will review your financial plan to determine if the investment advice provided is consistent with your investment needs and objectives. We will also update the financial plan at your request. If you implement the financial planning advice provided by our firm, you will receive trade confirmations and monthly or quarterly statements from relevant custodians. Item 14 Client Referrals and Other Compensation Certain individuals providing investment advice on behalf of our firm receive compensation from other asset managers for referring clients to them. This arrangement will not cause you to pay more in advisory fees than you would otherwise pay had there been no solicitor's compensation. All referral fees paid to our firm or our IARs represent a portion of the fees actually charged to you by for investment advisory services. There is no differential between the amount or level of investment advisory fees that the asset manager will charge for managing the client account(s) beyond that which they would customarily charge for managing any other new client's account with similar assets and which was not referred to the asset manager by our firm. As disclosed under the Fees and Compensation section in this brochure, certain individuals providing investment advice on behalf of our firm are licensed insurance agents, and may also be registered representatives with Stonecrest Capital Markets, Inc., a securities broker-dealer, and a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). For information on the conflicts of interest this presents, and how we address these conflicts, refer to Item 5, Fees and Compensation section of this brochure. 17  Item 15 Custody Upon receiving your signed authorization, your independent custodian will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds or securities. Your funds and securities will be held with a bank, broker-dealer, or other qualified custodian. You will receive account statements from the qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. Clients will receive all account statements and fee notices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Our firm remains in compliance with custody and safekeeping requirements pursuant to §116.17 of the Rules and Regulations of the Texas State Securities Board. Item 16 Investment Discretion Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement and the appropriate account trading authorization forms. Item 17 Voting Client Securities We will not vote proxies on behalf of your advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of applicable securities, you are responsible for exercising your right to vote as a shareholder. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward any electronic solicitations to vote proxies. Item 18 Financial Information Our firm does not have any financial condition or impairment that would prevent us from meeting our contractual commitments to you. We do not take physical custody of client funds or securities, or serve as trustee or signatory for client accounts, and we do not require the prepayment of more than $1,200 in fees six or more months in advance. Therefore, we are not required to include a financial statement with this brochure. We have not filed a bankruptcy petition at any time in the past ten years. Item 19 Requirements for State-Registered Advisers We are a federally registered investment adviser; therefore, we are not required to respond to this item. Item 20 Additional Information Your Privacy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. 18  We do not disclose any non-public personal information about you to any non-affiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to non-public personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your non-public personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Contact our main office at the telephone number on the cover page of this brochure if you have any questions regarding this policy. If you decide to close your account(s) we will adhere to our privacy policies, which may be amended from time to time. If we make any substantive changes in our privacy policy that would further permit or require disclosures of your private information, we will provide written notice to you. Where the change is based on permitted disclosures, you will be given an opportunity to direct us as to whether such disclosure is acceptable. Where the change is based on required disclosures, you will only receive written notice of the change. You may not opt out of the required disclosures. If you have questions about our privacy policies, contact our main office at the telephone number on the cover page of this brochure and ask to speak to the Chief Compliance Officer. Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. IRA Rollover Considerations As part of our investment advisory services to you, we may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset-based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because individuals providing investment advice on our behalf have an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of: 19  1. Leaving the funds in your employer's (former employer's) plan. 2. Moving the funds to a new employer's retirement plan. 3. Cashing out and taking a taxable distribution from the plan. 4. Rolling the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage here are a few points to consider before you do so: 1. Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments. a. Employer retirement plans generally have a more limited investment menu than IRAs. b. Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds. 2. Your current plan may have lower fees than our fees. a. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA. b. You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services. 3. Our strategy may have higher risk than the option(s) provided to you in your plan. 4. Your current plan may also offer financial advice. 5. If you keep your assets titled in a 401k or retirement account, you could potentially delay your required minimum distribution beyond age 70.5. 6. Your 401k may offer more liability protection than a rollover IRA; each state may vary. a. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. 7. You may be able to take out a loan on your 401k, but not from an IRA. 8. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home. 9. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 10. Your plan may allow you to hire us as the manager and keep the assets titled in the plan name. It is important that you understand the differences between these types of accounts and decide whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment adviser representative, or call our main number as listed on the cover page of this brochure.