STRATEGIC WEALTH CAPITAL

Item 1 Cover Page Part 2A of Form ADV: Firm Brochure Strategic Wealth Capital, LLC 345 California Street, 6th Floor San Francisco, CA 94104 https://www.strategicwealthcapital.com 415-780-7022 March 31, 2026 This brochure provides information about the qualifications and business practices of Strategic Wealth Capital, LLC. If you have any questions about the contents of this brochure, please contact our Chief Compliance Officer, Alicia Minyen at alicia@swcllc.com or call 415-780-7022. 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 Strategic Wealth Capital is also available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Strategic Wealth Capital, LLC as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training. Page 1 of 17  Item 2 Material Changes Since Strategic Wealth Capital, LLC filed its last Annual Amendment to Form ADV 2A on March 27, 2025, the following material changes were made to this Brochure: Item 4: Disclosures were updated concerning advisory services provided by sub-advisory relationships with third-party money managers and the potential management of non-discretionary accounts. Item 5: Disclosures were updated concerning fees and compensation. Item 12: Disclosures were updated concerning gains realized from trade errors. Item 14: Disclosures regarding platform fees were moved to Item 5A. Item 15: Disclosures were added regarding standing letters of authorization. To obtain the most recent Brochure, please contact us at 415-780-7022 to request a copy. Page 2 of 17  Item 3 Table of Contents Item 1 Cover Page .......................................................................................................................... 1 Contents Item 2 Material Changes ............................................................................................................... 2 Item 3 Table of Contents ............................................................................................................... 3 Item 4 Advisory Business ............................................................................................................... 4 Item 5 Fees and Compensation ..................................................................................................... 7 Item 6 Performance-Based Fees and Side-By-Side Management ................................................. 9 Item 7 Types of Clients .................................................................................................................. 9 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................................ 9 Item 9 Disciplinary Information ................................................................................................... 11 Item 10 Other Financial Industry Activities and Affiliations ...................................................... 11 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 12 Item 12 Brokerage Practices ...................................................................................................... 12 Review of Accounts ...................................................................................................... 15 Item 13 Item 14 Other Compensation ................................................................................................... 15 Item 15 Custody ......................................................................................................................... 15 Item 16 Investment Discretion .................................................................................................. 16 Item 17 Voting Client Securities ................................................................................................ 16 Item 18 Financial Information ................................................................................................... 17 Page 3 of 17  Item 4 Advisory Business 4A. Strategic Wealth Capital, LLC Strategic Wealth Capital, LLC (“SWC,” “we,” “firm,” or the “Adviser”) is a California limited liability company formed on August 15, 2019. The Adviser is an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”). The principal owner of SWC is Adrianne Yamaki, CFP® 4B. Types of Advisory Services Offered Comprehensive Financial Planning As part of our advisory services, we offer comprehensive financial planning designed to evaluate and address a Client’s overall financial situation. The plan is a personalized analysis that integrates multiple aspects of a Client’s financial life and provides recommendations intended to help the Client pursue his or her stated financial goals. The financial planning process typically begins with an initial consultation during which we gather detailed information regarding the Client’s financial circumstances, objectives, time horizon, and risk tolerance. This may include, but is not limited to, information related to income, expenses, assets, liabilities, tax status, insurance coverage, retirement goals, estate planning considerations, and other relevant factors. Based on the information provided, we prepare a written presentation that may include analyses and recommendations in one or more of the following areas: Investment planning and asset allocation • • Retirement planning and projections • Tax planning strategies (in coordination with the Client’s tax professionals) • Risk management and insurance review • Estate and legacy planning considerations (in coordination with the Client’s legal professionals) • Education funding planning • Debt management and budgeting The recommendations provided are based on the Client’s financial information and circumstances at the time the plan is prepared. Clients are responsible for implementing the recommendations, unless they professionally engage us in an ongoing advisory relationship. Clients are encouraged to promptly notify us of any material changes to their financial situation so that we can determine whether updates to the plan may be appropriate. Comprehensive financial planning services may be provided as a one-time engagement or as part of an ongoing advisory relationship, depending on the scope of services agreed upon with the Client. Investment Management The Adviser provides investment management services primarily through wrap fee programs on a discretionary basis. We may also offer non-discretionary investment management services for non-wrap accounts. Investment management services offered by the Adviser are specifically tailored to meet the needs of each Client. Prior to delivering investment advisory services, the Adviser will ascertain each Client’s specific investment objective. The Adviser recommends portfolio allocations in a manner Page 4 of 17  consistent with the Client’s designated investment objective. The Adviser allocates Client assets in portfolios and/or models managed by one or more sub-advisers who may also engage other sub-managers to invest and trade Client portfolios in models and/or portfolios (collectively, Third-Party Money Managers). The Adviser may also allocate Client assets across a recommended selection of ETFs and mutual funds in addition to allocating Client assets in models managed by Third-Party Money Managers (“TPMM”). The Client may, at any time, impose reasonable restrictions on the Adviser’s services, but restrictions must be delivered to the Adviser in writing and must be signed by the Client. Managed Discretionary Assets If you engage our firm on a discretionary basis, we require you to grant us discretionary authority to manage the discretionary account(s). Discretionary authorization will allow our Investment Adviser Representatives (“IAR’s”) to weigh Client objectives with current market conditions and act on a Client’s account without further authorization. Managed Non-Discretionary Assets In addition to providing investment management of Client assets on a discretionary basis, the Adviser, for a fee, may provide certain limited services to Clients with respect to “Managed Non-Discretionary Assets.” These services, if requested, could consist of the following: • The Adviser is available to consult with the regarding Managed Non-Discretionary Assets. However, the Client is solely responsible for all decisions and consequences on the Client’s Managed Non-discretionary Assets, including decisions on whether to retain or sell all or a portion of the Managed Non-Discretionary Assets. This responsibility remains solely with the Client regardless of whether any security is reflected in account reports prepared by the Adviser. • The Adviser can process any trades on the Managed Non-Discretionary Assets upon Client request. Limitations for Non-Discretionary Assets Clients that engage the Adviser on a non-discretionary investment advisory basis must be willing to accept that the Adviser cannot affect account transactions without obtaining prior consent from the Client. Thus, in the event of a market correction during which the Client is unavailable, SWC will be unable to affect account transactions (as it would for its discretionary accounts). Third-Party Money Mangers The Adviser may recommend a Third-Party Money Manager (“TPMM”) to deliver an investment model (“strategy”) or manage a separate account for the Client. The Adviser utilizes multiple factors in selecting a TPMM to recommend to a Client, including but not limited to performance, investment objectives, and fees. These factors are considered in relation to the Client’s specific investment objective to help determine the suitability of the TPMM. When a TPMM is engaged, we do not directly manage that portion of the Client’s portfolio assets and are not involved in selecting the securities to be bought and sold, or the timing of same. The day-to-day portfolio management decisions are provided by the TPMM, and the TPMM executes trades for Client accounts. In the event that the use of multiple TPMMs is recommended to a Client, each TPMM has differing minimum account requirements as well as a variety of fee ranges. If a Client uses a TPMM in a separate account, we periodically review the Client’s financial situation, objectives, and restrictions; and Page 5 of 17  communicate relevant information to the TPMM and assist the Client in understanding and evaluating the services provided by the TPMM. Some TPPMs maintain their own separate execution, clearing, and custodial relationships. Additional Services The Adviser may furnish advice on matters not involving securities, such as: Insurance Review • Retirement Income Planning • • Estate & Charitable Gift Planning • Business Succession • Personal Financial Planning • Education Planning • Cash Flow & Budgeting • Employee Benefits & 401(k) Guidance • Tax Planning 4C. Tailored Relationships At the Adviser, advisory services are tailored to the specific needs of each Client. Prior to providing advisory services, the Adviser will ascertain each Client’s investment goals and objectives. The Adviser then makes recommendations consistent with the designated objective. The Client may, at any time, impose reasonable restrictions on the Adviser’s services, but restrictions must be delivered to the Adviser in writing and must be signed by the Client. In performing services for the Client, the Adviser is not required to verify any information it received from the Client or from the Client’s other professionals and the Adviser is expressly authorized by the Client to rely on this information. Each Client is advised that it remains the Client’s responsibility to promptly notify the Adviser if there is ever any change in the Client’s financial situation or investment objectives for the purpose of reviewing, evaluating or revising the Adviser’s previous recommendations or services to the Client. 4D. Participation in Wrap Fee Programs The Adviser primarily offers services through wrap fee programs where it acts as sponsor. Under a wrap fee program, Clients pay a single, specified fee to SWC calculated on the amount of assets under management for investment management services and trade execution, with certain exceptions. The Adviser will charge Clients one flat advisory fee, and pay transaction-based fees for trades executed, including certain fees charged by the TPMM, using the fee collected from the Client. Generally, we consider wrap fee programs through which investment advisory services and execution of your transactions are provided for specified fees that are not based directly upon transactions in your account. The Adviser and our investment team generally do not manage wrap fee accounts differently from other programs, although most Clients participate in the wrap fee program. The Adviser’s wrap fee program(s) includes services where we will recommend and direct a Client’s portfolio be managed by a TPMM, including but not limited to Atria Investments, Inc. (“Atria”), also doing business as Adhesion Wealth Advisor Solutions, Inc. (“Adhesion”). Adhesion provides access to model portfolios. Model portfolios may be designed by a TPMM where the portfolio is allocated across a list of securities to hold and Page 6 of 17  the relative weight of each or can be a weighted combination of multiple models. Adhesion also offers an “Investible Index Series,” which is a model designed to provide SWC model options that behave in a manner similar to a broad-market index, while allowing for customization and individual security ownership. The Investible Index Series represents Adhesions direct indexing capabilities. The TPMMs such as Adhesion rely on information provided by SWC and the Client’s custodian. 4E. Client Assets The Adviser manages $238,395,849 of Client assets on a discretionary basis. SWC’s assets under management (AUM) are calculated as of December 31, 2025. Item 5 Fees and Compensation The information below provides an overview of the fees and compensation we generally receive for the services we provide. Please refer to your agreement with SWC for information about the specific fees to be imposed with respect to your account and the other terms and conditions that will govern your relationship with SWC. Fees may vary due to factors that may include, but are not limited to, the circumstances of the Client, size and scope of overall Client relationship, Client service needs and restrictions, or different servicing components. 5A. Strategic Wealth Capital Compensation Financial Planning Fees SWC may offer fixed fee arrangements to a Client for financial planning services. Fixed fees are computed based upon a good faith estimate of the hours required to perform services. SWC attempts to maintain parity with fixed charges while allowing some flexibility in estimation, considering case complexity and Client-specific circumstances. Financial planning fees are determined at the time of the engagement. Factors considered in determining the fees charged include the type of financial planning services provided. The financial planning fee shall be mutually agreed upon in advance in the Financial Planning Agreement executed by and between the Client and SWC. The financial planning fees charged under the Financial Planning Agreement may be higher than fees charged by other investment advisers for the same services. Fees are payable immediately upon receipt of an invoice for the services, or completion of the agree-on scope of services, whichever occurs first. Any such fee shall be separate from the asset-based investment management fee. Investment Management Fees The Adviser bases its annual investment management fee upon a percentage of assets under management. The Adviser charges, monthly in advance, an annual fee of up to 2.00% of assets under management. A non-wrap annual investment management fee may be the same, more, or less than a wrap program fee. Fees may vary due to factors that may include, but are not limited to, the circumstances of the Client, size and scope of the overall Client relationship, Client investment guidelines, additional or differing levels of servicing, or as may be otherwise agreed with specific Clients. TPMM Fees Client accounts are generally managed via TPMM platforms. SWC has entered into sub-advisory service agreements directly with TPMMs where such agreements set forth the types of services TPMMs can provide to SWC and its Clients. Such TPMM agreements disclose the fees they charge SWC for portfolio management, i.e., investment model strategies utilized in Client accounts. The TPMM agreements with Page 7 of 17  SWC may also disclose the fees charged for other account services. SWC pays TPMMs directly for their fees, which vary depending upon the TPMM and the service provided to Client portfolios. TPMM related fees include “platform fees,” which are paid by SWC. SWC pays platform fees to TPMMs such as Adhesion and to the Clients’ account custodian, Charles Schwab & Co. (“Schwab”) to obtain access to TPMMs and their investment models. Platform fees charged by TPMM and Schwab are paid by SWC, and such fees are based on the amount of Client assets on the platform. 5B. Deducting Fees From Client Accounts Adviser’s Fees SWC generally requires Clients to authorize the direct debit of advisory service fees from their accounts. However, certain exceptions may be granted, subject to SWC’s written consent, to permit Clients to be billed directly for advisory service fees. The Client may withdraw this authorization for direct debit of the advisory service fee at any time by notifying SWC or the custodian in writing. If the cash portion of an account is insufficient to pay the advisory service fee, SWC may direct the custodian to liquidate assets selected by SWC to pay such fees. Third-Party Money Manager Fees Fees charged by TPMMs outside of a wrap program may be similar to, more, or less than fees assessed by SWC. Clients not in a wrap program will pay any TPMM engaged fees, which are separate from and in addition to the Adviser’s fees. TPMM fees may be deducted directly from Client accounts or billed separately. Clients referred to a TPMM for the management of a separate account are directed to the TPMM’s disclosure documents, such as the TPMM’s Form ADV Part 2A. 5C. Other Types of Fees Certain “fees” not included in the investment management fee are paid for separately by the Client, for example, Clients will pay charges imposed directly by a mutual fund, index fund, or exchange traded fund which shall be disclosed in the fund’s prospectus (i.e., fund management fees, distribution fees, and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, or fees for trades executed away from the custodian. Additionally, Clients may incur certain charges imposed by custodians, brokers, and other third parties such as deferred sales charges, odd-lot differentials, ADR Fees, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Also, Clients will pay the following separately incurred expenses: charges imposed directly by an investment model. Clients may be responsible for paying fees charged by TPMMs and platform providers such as Schwab and Adhesion, which have been engaged to manage Client accounts as described more fully in SWC’s investment management agreement. Such charges, fees, and commissions are exclusive of, and in addition to, our fee. As disclosed in SWC’s Wrap Fee Brochure, wrap fee program Clients may also pay fees not included in the wrap fee. Clients in a wrap program may incur certain charges by custodians, brokers, and other third parties such as custodian fees, deferred sales charges, odd-lot differentials, and ADR Fees. Also, Clients will pay the following separately incurred expenses: charges imposed directly by an investment model, a mutual fund, index fund, or exchange traded fund (“ETF”), which expenses and charges are generally disclosed in the fund’s prospectus (i.e., fund management fees, distribution fees, and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, and fees for trades executed away Page 8 of 17  from the custodian.. Clients may be responsible for paying certain fees charged by sub-advisers, platform managers, which may have been engaged to manage their account as described in the Client’s investment management agreements. Please refer to the investment management agreement to understand fees that are not or may not be included in the wrap fee. Consequently, wrap fee accounts paying fees not included in the bundled wrap fee such as for trades executed away from the custodian, may collectively be paying higher fees. 5D. Clients Billed in Advance The investment management fee is paid in advance and is due and payable on the first day of each calendar month, as specified in the Client’s investment management agreement. The advisory service fee for the first calendar month in which an account is opened will be due and payable in the month immediately following account funding. For the calendar month in which an investment management agreement is terminated, any paid but unearned fees will be promptly refunded to the Client based on the number of days that the account was managed, and any fees due to us from the Client will be invoiced or deducted from the Client's account prior to termination. Item 6 Performance-Based Fees and Side-By-Side Management SWC does not advise any client accounts that are subject to performance-based fee arrangements. Item 7 Types of Clients The Adviser predominantly offers its services to high net worth individuals and families, business owners and executives. The Adviser may waive its minimum asset of ($5,000,000), requirement based upon factors such as anticipated future earning capacity, anticipated future additional assets, account composition and complexity. Other exceptions may apply to employees of the Adviser and their relatives, or relatives of existing Clients. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies SWC employs various methods of analysis in developing investment strategies for Client portfolios. Research tools and sources of information that the Adviser may use include mutual fund and stock information provided by unaffiliated third parties (e.g., Morningstar, etc.) Please Note: Several types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy recommended or undertaken by the Adviser will be profitable or equal any specific performance level. Investing in securities involves risk of loss that Clients should be prepared to bear. Risk of Loss Risk is inherent in any investment in securities, and the Adviser does not guarantee any level of return on a Page 9 of 17  Client’s investments. There is no assurance that a Client’s investment objectives will be achieved. A Client may be subject to certain risks, including, but not limited to, the risks described below. The risks discussed below vary by investment style or strategy and may or may not apply to a Client. A Client should also review the prospectuses or other disclosure documents for the securities purchased for the Client’s account, as they will contain essential information about the risks associated with investing in such securities. Investment strategies recommended by the Adviser may be subject to some or all of the following risks: • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to decline. For example, when interest rates rise, yields on existing bonds become less attractive, which may cause market values to decline. • • Market Risk: The price of a security, bond, ETF, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroded. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. • • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They may carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many investors are interested in buying or selling a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad times. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. • Risks of Investments in ETFs, Mutual Funds, and Other Investment Pools: SWC may invest Client portfolios in ETFs, mutual funds, and other investment pools (“Funds”). Investments in Funds are generally less risky than investing in individual securities because of their diversified portfolios; however, these investments are still subject to risks associated with the markets in which they invest. In addition, Funds’ success will be related to the skills of their particular managers and their performance in managing their Funds. Registered Funds are also subject to risks due to regulatory restrictions applicable to registered investment companies under the Investment Company Act of 1940, as amended. • Fixed Income Risks: SWC may invest portions of Client assets directly into fixed income instruments, such as bonds and notes, or may invest in Funds that invest in bonds and notes. While investing in fixed income instruments, either directly or through Funds, is generally less volatile than investing in stock (equity) markets, fixed income investments nevertheless are Page 10 of 17  subject to risks. These risks include, without limitation, interest rate risks (risks that changes in interest rates will devalue the investments), credit risks (risks of default by borrowers), or maturity risk (risks that bonds or notes will change value from the time of issuance to maturity). SWC may invest portions of Client assets into securities that are rated below investment grade (commonly known as “high yield” or “junk bonds”). Securities which are in the lower-grade categories generally offer a higher current yield than is offered by higher-grade securities of similar maturities, but they also generally involve greater risks, such as greater credit risk, greater market risk and volatility, and greater liquidity concerns. These investments are generally considered to be speculative based on the issuer’s capacity or incapacity to pay interest and repay principal. • Financial Planning Risks: Financial planning is inherently speculative, and SWC makes no guarantee regarding the success or feasibility of any financial plan. The information forming the basis of any financial plan will be derived from sources that SWC believes are reliable, including information provided by the Client, and the accuracy of such information is not guaranteed or independently verified by the Advisor. Certain financial planning services may include educational information regarding the effect of taxes or recommendations with respect to insurance coverage types and amounts. Clients should understand that this tax and insurance information is general in nature. Nothing recommended or outlined by SWC should be used by a Client as a substitute for competent legal, accounting, or tax counsel provided by the Client’s personal attorney, accountant, and/or tax advisor. Additionally, SWC strongly recommends that each Client review each area of potential and/or actual insurance coverage need with the Client’s insurance agent to ensure that adequate coverage exists. • Cybersecurity Risk: As technology becomes more integrated into SWC operations, SWC will face greater operational risks through breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional events that may cause SWC to lose proprietary information, suffer data corruption, or lose operational capacity. This in turn could cause SWC to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Cybersecurity threats may result from unauthorized access to SWC’s digital information systems (e.g., through “hacking” or malicious software coding) but may also result from outside attacks such as denial-of-service attacks (i.e., efforts to make network services unavailable to intended users). In addition, because SWC works closely with third-party service providers (e.g., administrators, transfer agents, and custodians), cybersecurity breaches at such third-party service providers may subject SWC to many of the same risks associated with direct cybersecurity breaches. The same is true for cybersecurity breaches at any of the issuers in which SWC may invest. While SWC and their third-party service providers have established information technology and data security programs and have in place business continuity plans and other systems designed to prevent losses and mitigate cybersecurity risk, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified or that cyber-attacks may be highly sophisticated. Item 9 Disciplinary Information Investment Advisors are required to disclose legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of the Advisor’s business or the integrity of the Adviser’s management. SWC has no such disclosures to provide. Item 10 Other Financial Industry Activities and Affiliations Page 11 of 17  The Adviser is not registered as a securities broker-dealer, futures commission merchant, commodity pool operator or commodity trading advisor. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics We have adopted a Code of Ethics pursuant to Advisers Act Rule 204A-1. A basic tenet of our Code of Ethics is that the interests of Clients are always placed first. The Code of Ethics includes standards of business conduct requiring Access Persons to comply with the federal securities laws and the fiduciary duties an investment adviser owes to its Clients. The Code of Ethics also requires that all Access Persons comply with ethical restraints relating to Clients and their accounts, including restrictions on gifts and provisions intended to prevent violations of laws prohibiting insider trading. The goal of our Code of Ethics is to ensure that personal investing activities by our employees are consistent with our fiduciary duty to its Clients. The Code of Ethics includes standards of business conduct requiring Access Persons to comply with the federal securities laws and the fiduciary duties an investment adviser owes to its Clients. The Code applies to all Access persons that are considered to be supervised by SWC. Personnel are considered to be Access Persons under the Code including the following: • Directors, officers, and partners of the Firm (or other persons occupying a similar status or performing similar functions). • Employees of the Firm; • Any other person who provides advice on behalf of the Firm and is subject to the Firm’s supervision and control. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting our Chief Compliance Officer, Alicia Minyen, alicia@swcllc.com. Personal Trading To address the potential for conflict of interests, the Adviser has adopted a Code that applies to its representatives who have access to non-public information relating to advisory Client accounts (“Access Persons”). The Code prohibits Access Persons from using knowledge about advisory Client account transactions to profit personally, directly, or indirectly, by trading in his/her personal accounts. To help monitor any conflict of interest, all Access Persons are required to submit quarterly personal securities transactions and annual holdings reports for review by the Chief Compliance Officer or delegated compliance personnel. Item 12 Brokerage Practices Broker-Dealer Selection Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. SWC custodies Client assets through Charles Schwab & Co., Inc. (Schwab), a registered broker- dealer, member SIPC. SWC is independently owned and operated and not affiliated with Schwab. Page 12 of 17  We seek to recommend a custodian/broker who will hold your assets and execute transactions on terms that are advantageous when compared with other available providers and their services. We consider a wide range of factors, including: • Combination of transaction execution services along with asset custody services (generally without a separate fee for custody) • Capability to execute, clear, and settle trades (buy and sell securities for your account) • Capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • Breadth of investment products made available (stocks, bonds, mutual funds, exchange traded funds (ETFs), etc.) • Reputation, financial strength, and stability • Their prior service to us and our other Clients SWC does not maintain custody of Client assets, although we may be deemed to have custody of assets if you provide us authority to pay management fees directly from Client accounts or to facilitate withdrawals at the request of Clients (see Item 15 – Custody, below). Research and Other Soft Dollar Benefits The Adviser does not receive research in addition to execution services from a broker-dealer in connection with its Clients’ securities transactions. These research benefits are commonly referred to as “soft dollar benefits.” The Adviser may from time to time receive generic market commentaries or market research from broker-dealer firms. However, the receipt of those materials is not tied to the execution of Client transactions. The Adviser seeks to select broker-dealers based upon the broker’s or dealer’s ability to provide best execution, and the Adviser will not cause Clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers for the purpose of obtaining soft dollar benefits. Your Brokerage and Custody Costs We recommend the brokerage and custodial services with the Schwab Advisor Services division of Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer, member SIPC, to maintain custody of Clients’ assets and to affect trades for their accounts. The final decision to custody assets with Schwab is at the discretion of our Clients, including those accounts under ERISA or IRA rules and regulations, in which case the Client is acting as either the plan sponsor or IRA accountholder. We are independently owned and operated and not affiliated with Schwab. Schwab provides us with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to advisors. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. SWC and/or our supervised persons receive benefits. Schwab also makes available to SWC other products and services that benefit us but may not benefit our Clients’ accounts. These benefits may include national, regional or SWC specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of SWC by Schwab Advisor Page 13 of 17  Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other products and services assist us in managing and administering Clients’ accounts. These include software and other technology (and related technological training) that provide access to Client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple Client accounts), provide research, pricing information and other market data, facilitate payment of SWC’s fees from its Clients’ accounts, and assist with back-office training and support functions, recordkeeping, and Client reporting. Many of these services generally may be used to service all or some substantial number of SWC’s accounts, including accounts not maintained at Schwab Advisor Services. While, as a fiduciary, we endeavor to act in our Clients’ best interests, our recommendation that Clients maintain their assets in accounts at Schwab may be based in part on the benefit to SWC of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which creates a potential conflict of interest. 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. Directed Brokerage The Adviser will comply with any guidelines and/or limitations reasonably requested by a Client relating to brokerage for the Client’s account that are contained in the Client’s investment management agreement. When possible, the Adviser will also observe any non-binding statement of Client preferences with respect to brokerage direction. If a Client directs the Adviser to use a particular broker-dealer for execution of the Client’s trade orders (a “directed brokerage arrangement”), and the Adviser agrees to the arrangement, a Client should understand that the Adviser may be unable to achieve best execution for the Client’s transactions. Any costs related to the directed brokerage arrangement are not included in the Adviser’s fee, and the Client is solely responsible for monitoring, evaluating and reviewing the arrangement with the directed broker- dealer and paying any commissions or markups or markdowns or other costs imposed by the directed broker-dealer. Additionally, the Adviser generally will not aggregate the Client’s directed brokerage trade orders with orders for other Clients of the Adviser or include such orders in its trade rotation process. If the Adviser aggregates a Client’s directed brokerage trade orders with trade orders for other Clients of the Adviser, the Adviser may employ the use of “step-outs” to satisfy the Client’s directed brokerage arrangement. A “step-out” occurs when an executing broker executes the trade and then “steps out” the trade to a clearing broker (which would be the directed broker-dealer in a directed brokerage arrangement) that confirms and settles the trade. In such a case, a Client will bear the costs of any commissions, markups or markdowns imposed by the executing broker-dealer in addition to the costs of any commissions, markups or markdowns imposed by the directed broker-dealer. If a Client directs the Adviser to use a particular broker-dealer, and if the particular broker-dealer referred the Client to the Adviser or if the particular broker-deal refers other Clients to the Adviser in the future, Page 14 of 17  the Adviser may benefit from the Client’s directed brokerage arrangement. Because of these potential benefits, the Adviser may have an economic interest in having the Client continue the directed brokerage arrangement. The benefits that the Adviser receives may conflict with the Client’s interest in having the Adviser recommend that the Client utilize another broker-dealer to execute some or all transactions for the Client’s account. Before directing the Adviser to use a particular broker-dealer, a Client should carefully consider the possible costs or disadvantages of directed brokerage arrangements. Trade Errors SWC nor its IARs will share in any gains resulting from the trade error. Should the trade error result in a loss, SWC will charge back the losses to the Adviser. Item 13 Review of Accounts Periodic Reviews & Frequency We conduct an internal review of accounts on at least an annual basis. This monitoring is conducted by a principal of SWC or an IAR. The nature of our internal reviews is to monitor whether Clients’ accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. We generally do not provide written reports to Clients. At least quarterly, account statements are furnished by the custodian to each Client. We urge Clients to carefully review the custodian statement provided for their Client. We may review Client accounts more frequently than described above. Among the factors that may trigger an off-cycle review include major market or economic events, the Client’s life events, or requests by the Client. Item 14 Other Compensation Charles Schwab & Co., Inc. We recommend that Clients establish brokerage accounts with the Schwab Advisor Services division of Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer, member SIPC, to maintain custody of Clients’ assets and to effect trades for their accounts. The final decision to custody assets with Schwab is at the discretion of our Clients, including those accounts under ERISA or IRA rules and regulations, in which case the Client is acting as either the plan sponsor or IRA accountholder. We are independently owned and operated and not affiliated with Schwab. Schwab provides us with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to advisers. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. While, as a fiduciary, we endeavor to act in our Clients’ best interests, our recommendation that Clients Page 15 of 17  maintain their assets in accounts at Schwab may be based in part on the benefit to SWC of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which creates a potential conflict of interest. Item 15 Custody SWC directly debts advisory fees from Client accounts and therefore is deemed to have custody of Client funds and securities. SWC has written authorization from Clients deduct advisory fees from Client accounts held at a qualified custodian, and SWC sends the custodian an invoice to the qualified custodian the amount of the fee to be debited from the Client account. Furthermore, Clients receive third party statements directly from the custodian. Certain SWC Clients have entered into standing letters of authorization with their custodian that allow SWC to transfer funds from Client accounts to third parties. As a result, SWC is deemed to have custody of these Client securities. SWC relies on the Investment Adviser Association no-action letter dated February 21, 2017, for relief from the requirement to obtain a surprise examination with respect to these assets. A qualified custodian will hold all Client assets. Clients have access to their portfolio holdings and activity through their custodian’s platform, which generally permits Clients to log into their custodial account via secure login and password. In addition, qualified custodians will send, or make available, on a quarterly basis or more frequently, account statements directly to each Client. We urge Clients to carefully review these account statements from their qualified custodians and compare the information therein with any financial statements or information received or made available to Clients through SWC or any other outside vendor. Clients should contact SWC and/or their custodian if there are any discrepancies regarding the reports/statements. Qualified custodians will also provide Clients with confirmations of trading activity and tax forms. Item 16 Investment Discretion Clients have the option of providing our firm with investment discretion on their behalf, pursuant to an executed investment advisory Client agreement. By granting investment discretion, we are authorized to execute securities transactions including the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. Limitations may be imposed by the Client in the form of specific constraints on any of these areas of discretion with our firm's written acknowledgment. If a Client enters into non-discretionary arrangements with SWC, we will obtain your approval prior to the execution of any transactions for your account(s). Clients have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. Item 17 Voting Client Securities We do not and will not accept the proxy authority to vote Client securities. Clients will receive proxies or other solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to our firm, we will forward them on to you and ask the party who sent them to mail them directly to you in Page 16 of 17  the future. Clients may call, write, or email us to discuss questions they may have about particular proxy votes or other solicitations. Item 18 Financial Information SWC does not require the prepayment of more than $1,200 in fees and for more than six months in advance, does not take custody of Client funds or securities and does not have a financial condition that is likely to impair our ability to meet our commitments to our Clients. Page 17 of 17 

Wrap Fee Program Brochure Strategic Wealth Capital, LLC 345 California Street, 6th Floor San Francisco, CA 94104 https://www.strategicwealthcapital.com 415-780-7022 March 31, 2026 This wrap fee program brochure provides information about the qualifications and business practices of Strategic Wealth Capital, LLC (“SWC”). If you have any questions about the contents of this brochure, please contact our Chief Compliance Officer, Alicia Minyen at alicia@swcllc.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. References herein to SWC as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training. Additional information about SWC is also available on the SEC’s website at www.adviserinfo.sec.gov. Page 1 of 11  Item 2 Material Changes Since the last Annual Amendment to the Wrap Fee Program Brochure last filed on March 27, 2025, Strategic Wealth Capital (“SWC”) has made the following material changes to this Brochure. Item 4: Disclosures were added to describe services, fees and compensation in connection with the wrap fee program services provided by the SWC and sub-advisers known as third-party money managers (“TPMM”). Language referencing that Clients pay platform fees was deleted since this is not the case. Additionally, language referencing that model portfolio advisors could include affiliates of SWC was deleted since this is not the case. Other enhanced language was provided under this item. Item 5: Disclosures were added to describe the account requirements and types of Clients in connection with SWC’s wrap fee program(s). Item 6: Disclosures were added to address portfolio management services provided by SWC and TPMMs. Item 7: Disclosures were added to address Client information provided to portfolio managers involved in the wrap fee program(s). Item 8: Disclosures were added to address any restrictions placed by SWC and/or TPMM portfolio managers. Item 9: Disclosures were amended to delete language referencing that SWC or its investment adviser representatives sell insurance products to Clients for a commission. SWC and its investment adviser representatives do not sell insurance products to Clients. Additionally, disclosures were amended to delete language referencing that Clients pay for platform fees and that SWC is paid platform fees. Clients do not pay platform fees, and SWC does not receive platform fees as compensation. . Page 2 of 11  Item 3 Table of Contents Contents Item 2 Material Changes ............................................................................................................... 2 Item 3 Table of Contents ............................................................................................................... 3 Item 4 Services, Fees and Compensation ..................................................................................... 4 Item 5 Account Requirements and Types of Clients ...................... Error! Bookmark not defined. Item 6 Portfolio Manager Selection and Evaluation………………………………………………………...….... 6 Item 7 Client Information Provided to Portfolio Managers……………………………………………………..9 Item 8 Client Contact with Portfolio Managers…………………………………………………………………….. 9 Item 9 Additional Information……………………………………………………………………………………………….10 Page 3 of 11  Item 4 Services, Fees and Compensation About Strategic Wealth Capital, LLC Strategic Wealth Capital, LLC (“SWC,” “we,” “firm,” or the “Adviser”) is a California limited liability company formed on August 15, 2019. The Adviser is an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940. The principal owner of SWC is Adrianne Yamaki, CFP®. SWC provides investment management services to Clients under wrap fee programs as sponsor. This brochure describes our wrap fee program services; Clients utilizing our non-wrap fee portfolio management should see the separate ADV Part 2A Brochure for additional details. A. Description of Advisory Services Offered Investment Management The Adviser offers discretionary investment management services. Investment management services offered by the Adviser are specifically tailored to meet the needs of each Client. Prior to delivering investment advisory services, the Adviser will ascertain each Client’s specific investment objective. The Adviser recommends portfolio allocations in a manner consistent with the Client’s designated investment objective. The Adviser allocates Client assets in portfolios and/or models managed by one or more sub- advisers who may also engage other sub-managers to invest and trade Client portfolios in models and/or portfolios (collectively, Third-Party Money Managers). The Adviser may also allocate Client assets across a recommended selection of ETFs and mutual funds in addition to allocating Client assets in models managed by Third-Party Money Managers (“TPMM”). The Client may, at any time, impose reasonable restrictions on the Adviser’s services, but restrictions must be delivered to the Adviser in writing and must be signed by the Client. Third-Party Money Managers After the Adviser has gathered information about the Client’s specific investment objective, the Adviser will recommend a Third-Party Money Manager (“TPMM”) to deliver an investment model (“strategy”) or manage a separate account for the Client. The Adviser utilizes multiple factors in selecting a TPMM to recommend to a Client, including but not limited to performance, investment objectives, and fees. These factors are considered in relation to the Client’s specific investment objective to help determine the suitability of the TPMM. When a TPMM is engaged, we do not directly manage that portion of the Client’s portfolio assets and are not involved in selecting the securities to be bought and sold, or the timing of the same. The day-to-day portfolio management decisions are provided by the TPMM, and the TPMM executes trades for Client accounts. . In the event that the use of multiple TPMMs is recommended to a Client, each TPMM has differing minimum account requirements as well as a variety of fee ranges. If a Client uses a TPMM in a separate account, we periodically review the Client’s financial situation, objectives, and restrictions; and communicate relevant information to the TPMM and assist the Client in understanding and evaluating the services provided by the TPMM. Some TPPMs maintain their own separate execution, clearing, and custodial relationships. Participation in Wrap Fee Programs The Adviser primarily offers services through wrap fee programs where it acts as sponsor. Under a wrap fee program, Clients pay a single, specified fee calculated on the amount of assets under management for portfolio management services and trade execution, with certain exceptions. The Adviser will charge Clients one flat advisory fee, and pay transaction-based fees for trades executed, including certain fees charged by the TPMM, using the fee collected from the Client. Generally, we consider wrap fee programs through Page 4 of 11  which investment advisory services and execution of your transactions are provided for specified fees that are not based directly upon transactions in your account. The Adviser and our investment team do not manage wrap fee accounts differently from other programs, although almost all Client accounts participate in the wrap fee program(s). The Adviser’s wrap fee program(s) includes services where we will recommend and direct a Client’s portfolio be managed by a TPMM, including but not limited to Atria Investments, Inc. (“Atria”), also doing business as Adhesion Wealth Advisor Solutions, Inc. (“Adhesion”). Adhesion provides access to model portfolios. Model portfolios may be designed by a TPMM where the portfolio is allocated across a list of securities to hold and the relative weight of each or can be a weighted combination of multiple models. Adhesion also offers an “Investible Index Series,” which is a model designed to provide SWC model options that behave in a manner similar to a broad-market index, while allowing for customization and individual security ownership. The Investible Index Series represents Adhesions direct indexing capabilities. The TPMMs such as Adhesion rely on information provided by SWC and the Client’s custodian. Strategic Wealth Capital Compensation Below is an overview of the fees and compensation we generally receive for the services we provide. Please refer to your agreement with SWC for information about the specific fees to be imposed with respect to your account and the other terms and conditions that will govern your relationship with SWC. The Adviser may reduce or waive its minimum asset requirement based upon certain factors, like anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, or related accounts. Other exceptions may apply to employees of the Adviser and their relatives, or relatives of existing Clients. Wrap Fee Calculation Basis The Adviser bases its annual wrap fee on a percentage of assets under management. The Adviser charges an annual fee of up to 2.00% of assets under management. The Adviser may choose to charge a lower asset-based fee at its sole discretion. The wrap fee is paid in advance and is due and payable on the first day of each calendar month, as specified in the Client’s advisory agreement. The wrap fee for the first calendar month in which an account is opened will be due and payable in the month immediately following account funding. For the calendar month in which an advisory agreement is terminated, any paid but unearned fees will be promptly refunded to the Client based on the number of days that the account was managed, and any fees due to us from the Client will be invoiced or deducted from the Client's account prior to termination. Upon termination of a Client’s advisory agreement, the Client will be charged all usual fees for transactions and services provided with respect to the Client’s account. Payment of Fees SWC generally requires Clients to authorize the direct debit of wrap fees from their accounts. However, certain exceptions may be granted, subject to SWC written consent, to permit Clients to be billed directly for wrap fees. The Client may withdraw this authorization for direct debit of the wrap fee at any time by notifying SWC or the custodian in writing. If the cash portion of an account is insufficient to pay the advisory service fee, SWC may direct the custodian to liquidate assets selected by SWC to pay such fees. TPMM Fees Client accounts are generally managed via TPMM platforms. SWC has entered into sub-advisory service agreements directly with TPMMs where such agreements set forth the types of services TPMMs can provide to SWC and its Clients. Such TPMM agreements disclose the fees they charge SWC for portfolio management, i.e., investment model strategies utilized in Client accounts. The TPMM agreements with SWC Page 5 of 11  may also disclose the fees charged for other account services. SWC pays TPMMs directly for their fees, which vary depending upon the TPMM and the service provided to Client portfolios. TPMM related fees include “platform fees,” which are paid by SWC. SWC pays platform fees to TPMMs such as Adhesion and to the Clients’ account custodian, Charles Schwab & Co. (“Schwab”) to obtain access to TPMMs and their investment models. Platform fees charged by TPMM and Schwab are paid by SWC, and such fees are based on the amount of Client assets on the platform. B. Contribution Cost Factors The wrap fee program may cost a Client more or less than purchasing such services separately. There are several factors that bear upon the relative cost of the program, including the trading activity in the Client’s account, the amount of cash balances, or whether there’s a significant fixed income weighting in the portfolio. Also, the wrap fee program may cost more depending upon the fees charged by SWC and the TPMMs. The cost of the wrap fee program may cost more depending upon the number of transactions occurring in the account, which may be more or less than paying for execution on a per-transaction basis. Generally, wrap fee accounts may pay higher overall fees as compared to a non-wrap account, especially with wrap fee accounts experiencing low trading volumes, high cash balances, or significant fixed income weightings. C. Additional Fees Other Fees Certain “fees” are not included in the wrap program fee and are paid for separately by the Client. Clients in a wrap program may incur certain charges by custodians, brokers, and other third parties such as custodian fees, deferred sales charges, odd-lot differentials, and ADR Fees. Also, Clients will pay the following separately incurred expenses: charges imposed directly by an investment model, a mutual fund, index fund, or exchange traded fund (“ETF”), which expenses and charges are generally disclosed in the fund’s prospectus (i.e., fund management fees, distribution fees, and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, and fees for trades executed away from the custodian.. Clients may be responsible for paying certain fees charged by sub-advisers, platform managers, which may have been engaged to manage their account as described in the Client’s investment management agreements. These additional fees are not included in the wrap program fee you are charged by our firm. Please refer to the investment management agreement to understand fees that are not or may not be included in the wrap fee. Item 5 Account Requirements and Types of Clients The Adviser predominantly offers its services to high net worth individuals and families, business owners and executives. The Adviser may waive its minimum asset of ($5,000,000), requirement based upon factors such as anticipated future earning capacity, anticipated future additional assets, account composition and complexity. Other exceptions may apply to employees of the Adviser and their relatives, or relatives of existing Clients. Item 6 Portfolio Manager Selection and Evaluation Selecting and Reviewing Portfolio Managers A. Page 6 of 11  SWC selects TPMMs for the wrap fee program based on certain factors, including but not limited to performance, investment objectives, and fees. These factors are considered in relation to the Client’s specific investment objective to help determine the suitability of the TPMM. If we determine that a selected TPMM is not managing the Client’s portfolio in a manner consistent with the Client’s Investment Policy Statement (“IPS”) and investment objectives, or if the financial situation of the Client changes, we recommend a new TPPM. Wrap Fee Program – Portfolio Manager B. SWC is not the portfolio manager to the wrap fee program(s). C. Methods of Analysis, Investment Strategies, and Risk of Loss SWC employs various methods of analysis in developing investment strategies for Client portfolios. Research tools and sources of information that the Adviser may use include mutual fund and stock information provided by unaffiliated third parties (e.g., Morningstar, etc.) Please Note: Several types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy recommended or undertaken by the Adviser will be profitable or equal any specific performance level. Investing in securities involves risk of loss that Clients should be prepared to bear. Risk of Loss Risk is inherent in any investment in securities, and the Adviser does not guarantee any level of return on a Client’s investments. There is no assurance that a Client’s investment objectives will be achieved. A Client may be subject to certain risks, including, but not limited to, the risks described below. The risks discussed below vary by investment style or strategy and may or may not apply to a Client. A Client should also review the prospectuses or other disclosure documents for the securities purchased for the Client’s account, as they will contain essential information about the risks associated with investing in such securities. Investment strategies recommended by the Adviser may also be subject to some or all of the following types of risk: • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • • Market Risk: The price of a security, bond, ETF, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. • Business Risk: These risks are associated with a particular industry or a particular company within Page 7 of 11  • an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They may carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many investors are interested in buying or selling a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad times. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. • Risks of Investments in ETFs, Mutual Funds, and Other Investment Pools: SWC may invest Client portfolios in ETFs, mutual funds, and other investment pools (“Funds”). Investments in Funds are generally less risky than investing in individual securities because of their diversified portfolios; however, these investments are still subject to risks associated with the markets in which they invest. In addition, Funds’ success will be related to the skills of their particular managers and their performance in managing their Funds. Registered Funds are also subject to risks due to regulatory restrictions applicable to registered investment companies under the Investment Company Act of 1940, as amended. • Fixed Income Risks: SWC may invest portions of Client assets directly into fixed income instruments, such as bonds and notes, or may invest in Funds that invest in bonds and notes. While investing in fixed income instruments, either directly or through Funds, is generally less volatile than investing in stock (equity) markets, fixed income investments nevertheless are subject to risks. These risks include, without limitation, interest rate risks (risks that changes in interest rates will devalue the investments), credit risks (risks of default by borrowers), or maturity risk (risks that bonds or notes will change value from the time of issuance to maturity). SWC may invest portions of Client assets into securities that are rated below investment grade (commonly known as “high yield” or “junk bonds”). Securities which are in the lower-grade categories generally offer a higher current yield than is offered by higher- grade securities of similar maturities, but they also generally involve greater risks, such as greater credit risk, greater market risk and volatility, and greater liquidity concerns. These investments are generally considered to be speculative based on the issuer’s capacity or incapacity to pay interest and repay principal. • Financial Planning Risks: Financial planning is inherently speculative, and SWC makes no guarantee regarding the success or feasibility of any financial plan. The information forming the basis of any financial plan will be derived from sources that SWC believes are reliable, including information provided by the Client, and the accuracy of such information is not guaranteed or independently verified by the Advisor. Certain financial planning services may include educational information regarding the effect of taxes or recommendations with respect to insurance coverage types and amounts. Clients should understand that this tax and insurance information is general in nature. Nothing recommended or outlined by SWC should be used by a Client as a substitute for competent legal, accounting, or tax counsel provided by the Client’s personal attorney, accountant, and/or tax advisor. Additionally, SWC strongly recommends that each Client reviews each area of potential and/or actual insurance coverage need with the Client’s insurance agent to ensure that adequate coverage exists. • Cybersecurity Risk: As technology becomes more integrated into SWC operations, SWC will face greater operational risks through breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional events that may cause SWC to lose proprietary information, suffer data corruption, or lose operational capacity. This in turn could cause SWC to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Cybersecurity threats may result from unauthorized access to Page 8 of 11  SWC’s digital information systems (e.g., through “hacking” or malicious software coding) but may also result from outside attacks such as denial-of-service attacks (i.e., efforts to make network services unavailable to intended users). In addition, because SWC works closely with third-party service providers (e.g., administrators, transfer agents, and custodians), cybersecurity breaches at such third-party service providers may subject SWC to many of the same risks associated with direct cybersecurity breaches. The same is true for cybersecurity breaches at any of the issuers in which SWC may invest. While SWC and their third-party service providers have established information technology and data security programs and have in place business continuity plans and other systems designed to prevent losses and mitigate cybersecurity risk, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified or that cyber-attacks may be highly sophisticated. Please Note: In light of these risks of loss and potentially enhanced volatility, Clients may direct the Adviser, in writing at any time, not to employ any or all of the investment strategies recommended by SWC for their account. Voting Client Securities We do not and will not accept the proxy authority to vote Client securities. Clients will receive proxies or other solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to our firm, we will forward them on to you and ask the party who sent them to mail them directly to you in the future. Clients may call, write, or email us to discuss questions they may have about particular proxy votes or other solicitations. Item 7 Client Information Provided to Portfolio Managers SWC provides TPMMs with certain Client data necessary for the TPMM to manage the Client’s portfolios. Such Client data would include the Client’s name, custodian account number, and other information such as investment selections recommended by SWC for the Client. In performing services for the Client, the Adviser is not required to verify any information it received from the Client or from the Client’s other professionals and the Adviser is expressly authorized by the Client to rely on this information. Each Client is advised that it remains the Client’s responsibility to promptly notify the Adviser if there is ever any change in the Client’s financial situation or investment objectives for the purpose of reviewing, evaluating or revising the Adviser’s previous recommendations or services to the Client. Item 8 Client Contact with Portfolio Managers SWC communicates with the TPMMs on behalf of Clients. Nonetheless, there is no formal restriction imposed on Clients that would prevent them from contacting the TPMM directly. If Clients were concerned about the management of their portfolio, they could contact SWC directly. Item 9 Additional Information Disciplinary Information Investment Advisors are required to disclose legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of the Adviser’s business or the integrity of the Adviser’s management. SWC has no such disclosures to provide. Page 9 of 11  Other Financial Industry Activities and Affiliations The Adviser is not registered as a securities broker-dealer, futures commission merchant, commodity pool operator or commodity trading advisor. Code of Ethics We have adopted a Code of Ethics pursuant to Advisers Act Rule 204A-1. A basic tenet of our Code of Ethics is that the interests of Clients are always placed first. The Code of Ethics includes standards of business conduct requiring Access Persons to comply with the federal securities laws and the fiduciary duties an investment adviser owes to its Clients. The Code of Ethics also requires that all Access Persons comply with ethical restraints relating to Clients and their accounts, including restrictions on gifts and provisions intended to prevent violations of laws prohibiting insider trading. The goal of our Code of Ethics is to ensure that personal investing activities by our employees are consistent with our fiduciary duty to its Clients. The Code of Ethics includes standards of business conduct requiring Access Persons to comply with the federal securities laws and the fiduciary duties an investment adviser owes to its Clients. The Code applies to all Access persons that are considered to be supervised by SWC. Personnel are considered to be Access Persons under the Code including the following: • Directors, officers, and partners of the Firm (or other persons occupying a similar status or performing similar functions). • Employees of the Firm; • Any other person who provides advice on behalf of the Firm and is subject to the Firm’s supervision and control. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting our Chief Compliance Officer, Alicia Minyen at alicia@swcllc.com Personal Trading To address the potential for conflict of interests, the Adviser has adopted a Code that applies to its representatives who have access to non-public information relating to advisory Client accounts (“Access Persons”). The Code prohibits Access Persons from using knowledge about advisory Client account transactions to profit personally, directly, or indirectly, by trading in his/her personal accounts. To help monitor any conflict of interest, all Access Persons are required to submit quarterly personal securities transactions and annual holdings reports for review by the Chief Compliance Officer or delegated compliance personnel. Review of Accounts We conduct an internal review of accounts on at least an annual basis. This monitoring is conducted by a principal of SWC or an Investment Adviser Representative. The nature of our internal reviews is to monitor whether Clients’ accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. We generally do not provide written reports to Clients. At least quarterly, account statements are furnished by the custodian to each Client. We urge Clients to carefully review the custodian statement provided. We may review Client accounts more frequently than described above. Among the factors that may trigger an off-cycle review include major market or economic events, the Client’s life events, or requests by the Client. Financial Planning Clients do not receive reviews of their written plans unless they take action to schedule a financial consultation with us. We do not provide ongoing services to financial planning Clients, but are willing to meet with such Clients upon their request to discuss updates to their plans, changes in their Page 10 of 11  circumstances, etc. Financial Planning Clients do not receive written or verbally updated reports regarding their financial plans unless they separately contract with us for a post-financial plan meeting or update to their initial written financial plan. Other Compensation We recommend that Clients establish brokerage accounts with the Schwab Advisor Services division of Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer, member SIPC, to maintain custody of Clients’ assets and to effect trades for their accounts. The final decision to custody assets with Schwab is at the discretion of our Clients, including those accounts under ERISA or IRA rules and regulations, in which case the Client is acting as either the plan sponsor or IRA accountholder. We are independently owned and operated and not affiliated with Schwab. Schwab provides us with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to advisers. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. While, as a fiduciary, we endeavor to act in our Clients’ best interests, our recommendation that Clients maintain their assets in accounts at Schwab may be based in part on the benefit to SWC of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which creates a potential conflict of interest. Page 11 of 11