Top Private Wealth

Form ADV Part 2A Item 1: Cover Page TOP Private Wealth LLC DBA Towerto Private Wealth, LLC and SkyBlue Wealth Advisors, LLC 703 Hebron Avenue Glastonbury, CT 06033 860-790-7992 Form ADV Part 2A – Firm Brochure Dated: May 26, 2026 This Brochure provides information about the qualifications and business practices of TOP Private Wealth LLC. If you have any questions about the contents of this Brochure, please contact us at 860-790-7992. 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. TOP Private Wealth LLC is a registered investment adviser. Registration does not imply a certain level of skill or training. Additional information about TOP Private Wealth LLC also is available on the SEC’s website at www.adviserinfo.sec.gov, which can be found using the firm’s identification number, 331000 1  Form ADV Part 2A Item 2: Material Changes On January 2, 2026, we filed our annual updating amendment for fiscal year end 2025. We have made the following changes since that annual filing: • We have applied for registration with the SEC. From time to time, we may amend this Brochure to reflect changes in our business practices, changes in regulations, and routine annual updates as required by securities regulators. Either this complete Brochure or a Summary of Material Changes shall be provided to each Client annually and if a material change occurs in the business practices of TOP Private Wealth LLC. 2  Form ADV Part 2A 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 1 2 3 4 9 12 13 14 19 20 21 23 25 26 27 28 29 30 3  Form ADV Part 2A Item 4: Advisory Business Description of Advisory Firm TOP Private Wealth LLC doing business as Towerto Private Wealth, LLC and SkyBlue Wealth Advisors, LLC is a Registered Investment Adviser principally located in the state of Connecticut. We are a limited liability company founded in December 2021. We became registered as an investment advisor in 2024. David Torres- Onisto, and Eric Powers are the principal owners. As used in this brochure, the words “TPW”, "we", "our firm", “Advisor” and "us" refer to TOP Private Wealth LLC and the words "you", "your" and "Client" refer to you as either a client or prospective client of our firm. Types of Advisory Services TPW is a fee-only firm, meaning the only compensation we receive is from our Clients for our services. We offer Investment Management and Financial Planning. From time to time, TPW recommends third-party professionals such as attorneys, accountants, tax advisors, insurance agents, or other financial professionals. Clients are never obligated to utilize any third-party professional we recommend. TPW is not affiliated with nor does TPW receive any compensation from third-party professionals we may recommend. Investment Management Services Our firm provides continuous advice to a Client regarding the investment of Client funds based on the individual needs of the Client. Through personal discussions in which goals and objectives based on a Client's particular circumstances are established, we develop a Client's personal investment policy or an investment plan with an asset allocation target and create and manage a portfolio based on that policy and allocation targets. We will also review and discuss a Client’s prior investment history, as well as family composition and background. Account supervision is guided by the stated objectives of the Client (e.g., maximum capital appreciation, growth, income, or growth, and income), as well as risk tolerance and tax considerations. We primarily advise our Clients regarding investments in stocks, bonds, mutual funds, ETFs, U.S. government and municipal securities, and cash and cash equivalents. We may also provide advice regarding investments held in Client’s portfolio at the inception of our advisory relationship and/or other investment types not listed above, at the Client’s request. When we provide investment management services, Clients grant us limited authority to buy and sell securities on a discretionary basis. More information on our trading authority is explained in Item 16 of this Brochure. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. In addition, we may sell Fee-based, Fixed Fee and Fee-based Annuities. It's important to disclose that we may receive ongoing compensation directly from the annuity provider, and such arrangements are consistently disclosed to clients. However, we do not accept commissions from any Annuities or any other financial products. Financial Planning Services 4  Form ADV Part 2A Financial planning involves an evaluation of a Client's current and future financial state by using currently known variables to predict future cash flows, asset values, and withdrawal plans. The key defining aspect of financial planning is that through the financial planning process, all questions, information, and analysis will be considered as they affect and are affected by the entire financial and life situation of the Client. Clients purchasing this service will receive a written report, providing the Client with a detailed financial plan designed to help achieve the Client’s stated financial goals and objectives. In general, the financial plan will address some or all of the following areas of concern. The Client and TPW will work together to select specific areas to cover. These areas may include, but are not limited to, the following: ● Business Planning: We provide consulting services for Clients who currently operate their own business, are considering starting a business, or are planning for an exit from their current business. Under this type of engagement, we work with you to assess your current situation, identify your objectives, and develop a plan aimed at achieving your goals. ● Cash Flow and Debt Management: We will conduct a review of your income and expenses to determine your current surplus or deficit along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice may also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend what we believe to be an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts. ● College Savings: Includes projecting the amount that will be needed to achieve college or other post- secondary education funding goals, along with advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to children and grandchildren (if appropriate). ● Employee Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. ● Estate Planning: This usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts, and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to-time, we will participate in meetings or phone calls between you and your attorney with your approval or request. ● Financial Goals: We will help Clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time 5  Form ADV Part 2A you will need to reach the goal, and how much you should budget for your goal. ● Insurance: Review of existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home, and automobile. ● Investment Analysis: This may involve developing an asset allocation strategy to meet Clients’ financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected broker/dealer or custodian. The strategies and types of investments we may recommend are further discussed in Item 8 of this brochure. ● Retirement Planning: Our retirement planning services typically include projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections by adjusting certain variables (e.g., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice may be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending years. during your retirement ● Risk Management: A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long-term care planning. Advice may be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self-insuring”). ● Tax Planning Strategies: Advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make recommendations on which type of account(s) or specific investments should be owned based in part on their “tax efficiency,” with the consideration that there is always a possibility of future changes to federal, state or local tax laws and rates that may impact your situation. We recommend that you consult with a qualified tax professional before initiating any tax planning strategy, and we may provide you with contact information for accountants or attorneys who specialize in this area if you wish to hire someone for such purposes. We will participate in meetings or phone calls between you and your tax professional with your approval. Initial construction of a comprehensive financial plan includes: 1. Initial Consultation and Discovery: We begin with an in-depth consultation to understand the client’s financial situation, goals, risk tolerance, and personal preferences. This may include gathering information on income, expenses, assets, liabilities, tax returns, insurance policies, and estate planning documents. 2. Data Analysis and Goal Setting: The information collected is analyzed to identify strengths, weaknesses, opportunities, and threats in the client's financial situation. We then work with the client to establish clear and achievable financial goals. 6  Form ADV Part 2A 3. Financial Plan Development: Based on the analysis and goals, we develop a customized financial plan that includes recommendations for budgeting, debt management, investment strategies, retirement planning, tax planning, insurance needs, and estate planning. 5. 4. Plan Presentation and Review: The comprehensive financial plan is presented to the client in a detailed meeting. During this meeting, we review the plan's components, explain our recommendations, and answer any questions the client may have. Adjustments are made based on client feedback to ensure the plan aligns with their objectives and comfort level. Implementation Guidance: We provide guidance on implementing the recommendations outlined in the financial plan. This may involve coordinating with other financial professionals, such as accountants, attorneys, and insurance agents, to execute specific aspects of the plan. Financial Planning Services are offered on a Project-Based and via an Ongoing engagement. Ongoing Financial Planning. This service involves working one-on-one with a financial planner (“planner”) over an extended period of time. Through this ongoing arrangement, Clients are expected to collaborate with the planner to develop and assist in the implementation of their financial plan (the “plan”). The planner will monitor the plan, recommend any appropriate changes and ensure the plan is up-to-date as the Client’s situation, goals, and objectives evolve. Upon engaging the firm for financial planning, TPW is responsible for obtaining and analyzing all necessary qualitative and quantitative information from the Client that is essential to understanding the Client’s personal and financial circumstances; helping the Client identify, select, and prioritize certain financial goals while understanding the effect that pursuing one goal may have on other potential goals; assessing the Client’s current course of action and alternative courses of action to identify required changes that provide the best opportunity for the client to meet their financial goals; developing & presenting financial planning recommendations based on the aforementioned actions while including all information that was required to be considered in preparing the recommendations; and ongoing monitoring of the Client’s progress toward the goals and objectives that the recommendations are based around. These components all require in-depth communication with the Client in order for the planner to establish a financial plan and implementation strategy that provides the Client with the most appropriate options in pursuing their established goals and objectives. Monitoring the Financial Plan: We continuously monitor our clients' financial plans to ensure they remain on track to meet their objectives. This monitoring involves regular review of account balances, cash allocation, investment performance, and changes in client circumstances or goals. Frequency of Client Meetings: We conduct client meetings at least annually to discuss progress, review any changes in the client’s financial situation, and make necessary adjustments to the plan. These meetings can be held more frequently if needed, based on the client’s preferences or significant changes in their financial situation. Marking Progress in Plan Implementation and Goal Achievement: Progress in plan implementation and goal achievement is marked through a combination of quantitative metrics and qualitative assessments. We track specific financial benchmarks such as savings rates, investment returns, withdrawal rates and household budget. We also evaluate the client's overall financial health and satisfaction with their progress towards goals such as retirement readiness, tax avoidance, and estate planning. 7  Form ADV Part 2A Annual Review: An annual comprehensive review of the financial plan is conducted for all clients. During this review, we reassess the client's goals, update financial projections, and adjust the plan to reflect any changes in personal circumstances, market conditions, or tax laws. This ensures the plan remains relevant and effective in achieving the client's long-term objectives. Project-Based Financial Planning. We provide project-based financial planning services on a limited scope one-time engagement. Project-Based Financial Planning is available for Clients looking to address specific questions or issues. The Client may choose from one or more of the above topics to cover or other areas as requested and agreed to by TPW. For Project-Based Financial Planning, the Client will be ultimately responsible for the implementation of the financial plan. Client Tailored Services and Client Imposed Restrictions We tailor the delivery of our services to meet the individual needs of our Clients. We consult with Clients initially and on an ongoing basis, through the duration of their engagement with us, to determine risk tolerance, time horizon and other factors that may impact the Clients’ investment and/or planning needs. Clients are able to specify, within reason, any restrictions they would like to place as it pertains to individual securities and/or sectors that will be traded in their account. All such requests must be provided to TPW in writing. TPW will notify Clients if they are unable to accommodate any requests. Wrap Fee Programs We do not participate in wrap fee programs. Assets Under Management As of December 31, 2025, TPW has $106,489,782 in discretionary and $0 in non-discretionary assets under management. 8  Form ADV Part 2A Item 5: Fees and Compensation Please note, unless a Client has received this brochure at least 48 hours prior to signing an Advisory Contract, the Advisory Contract may be terminated by the Client within five (5) business days of signing the Advisory Contract without penalty. How we are paid depends on the type of advisory services we perform. Below is a brief description of our fees, however, you should review your executed Advisory Contract for more detailed information regarding the exact fees you will be paying. No increase to the agreed-upon advisory fees outlined in the Advisory Contract shall occur without prior Client consent via a new or amended Advisory Contract. Investment Management Services The fee is based on a percentage of assets under management and is negotiable. The annualized fees for investment management services are based on the following fee schedules. Assets Under Management Annual Advisory Fee $0 - $1,000,000 1.25% $1,000,001 - $2,000,000 0.50% $2,000,001 and Above 0.25% $3,000,001 and Above 0.00% The annual advisory fee is paid quarterly in advance based on the value of Client’s account(s) as of the last day of the billing period. The advisory fee is a blended tier. For example, for assets under management of $2,000,000, a Client would pay 1.25% on the first $1,000,000 and 0.50% on the remaining balance. The quarterly fee is determined by the following calculation: (($1,000,000 x 1.25%) + ($1,000,000 x 0.50%)) ÷ 4 = $4,375. In determining the advisory fee, we may allow accounts of members of the same household to be aggregated. TPW relies on the valuation as provided by Client’s custodian in determining assets under management. Our advisory fee is prorated for any partial billing periods occurring during the engagement, including the initial and terminating billing periods. Clients may make additions or withdrawals from their account at any time; however, TPW reserves the right to adjust our advisory fees on a pro-rata basis on account of any such cash- flow transactions. Legacy clients may be grandfathered in at a flat or tiered fee. The final agreed upon fee will be outlined in the Advisory Contract. A Legacy Client is an individual or entity that has maintained an active client relationship with our advisory firm for a period exceeding five years. Legacy Clients have a differentiated fee structure compared to new or prospective clients. TOP Private Wealth, in its sole discretion, may negotiate to charge a lesser management fee based upon certain criteria (i.e., anticipated future earnings capacity, anticipated future additional assets, current value of assets to be managed, complexity, related accounts, pre-existing Client, account retention, pro bono activities, et cetera). 9  Form ADV Part 2A Ongoing Financial Planning We charge a recurring fixed fee for Ongoing Financial Planning. Fees are paid monthly or quarterly in advance, ranging from $1,500-$5,000 quarterly or $500-$1,650 for monthly. The fee range is dependent upon variables including the specific needs of the Client, complexity, estimated time, research, and resources required to provide services to you, among other factors we deem relevant. Fees are negotiable and the final agreed upon fee will be outlined in your Advisory Contract. TPW collects an initial fee, no greater than $20,000. The initial fee covers the initial construction of the comprehensive financial plan. This work will commence immediately after the fee is paid, and the length of time required to complete and deliver the plan is dependent on several factors including the needs of the Client, the Client’s ability to provide any necessary information and documentation, as well as the complexity of their financial situation. For more details of what initial construction of a comprehensive financial plan entails, please refer to Item 4. Following the initial construction of the financial plan, ongoing fees are charged for continuous monitoring, regular client meetings, and annual reviews to ensure the plan remains aligned with the client's goals and adapts to any changes in their financial situation or market conditions. Advisor may reduce or waive the initial fee at the Advisor’s discretion. At no time do we require prepayment of $1,200 or more six months or more in advance of rendering the services. Project-Based Financial Planning TPW charges either a fixed or hourly fee for Project-Based Financial Planning. Fixed fee rates range between $6,000 to $20,000. Our hourly rate is $400. The fee range is dependent upon variables including the specific needs of the Client, complexity, estimated time, research, and resources required to provide services to you, among other factors we deem relevant. Fees are negotiable and the final agreed upon fee will be outlined in your Advisory Contract. TPW may request a portion of the fee be collected in advance with the remainder due upon completion of the services. TPW will not bill an amount above $1,200 more than 6 months or more in advance of rendering the services. Fee Payment For Investment Management services, we deduct our advisory fee from one or more account(s) held at an unaffiliated third-party custodian, as directed by the Client. Please refer to Item 15 of this Brochure regarding our policy on direct fee deduction. Clients may also pay by electronic funds transfer (EFT). We use an independent third party payment processor in which the Client can securely input their payment information to pay their fee. We do not have access to the Client’s banking or credit information at any time. The Client will be provided with their own secure portal in order to make payments. For Financial Planning services, fees are paid by electronic funds transfer (EFT). We use an independent third party payment processor in which the Client can securely input their banking information and pay their fee. We do not have access to the Client’s banking information at any time. The Client will be provided with their own secure portal in order to make payments. Other Types of Fees and Expenses 10  Form ADV Part 2A Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, 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. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. Such charges, fees, and commissions are exclusive of and in addition to our fee, and we shall not receive any portion of these commissions, fees, and costs. Item 12 further describes the factors that we consider in selecting or recommending custodians for Client’s transactions and determining the reasonableness of their compensation (e.g., commissions). Clients may incur fees from third-party professionals such as accountants and attorneys that TPW may recommend, upon Client request. Such fees are separate and distinct from TPW’s advisory fees. Terminations and Refunds For Investment Management services the Advisory Contract may be terminated with written notice at least 15 calendar days in advance. Upon termination of the Advisory Contract, a prorated refund will be provided to the Client. For Ongoing Financial Planning services, the Advisory Contract may be terminated with written notice at least 15 calendar days in advance. In the event of early termination prior to the initial plan being delivered, fees will be prorated and any unearned fees will be refunded to the Client. Upon termination, the fee will be prorated based on the percentage of work completed by the Advisor and refunded to the Client. Any deliverables prepared up to termination will be delivered to the Client upon termination of the contract. For Project-Based Financial Planning services, this service is not an ongoing engagement, thus upon receipt of the final fees, the Advisory Contract will automatically be terminated. Clients may terminate at any time provided written notice. If fees are paid in advance, a prorated refund will be given, if applicable, upon termination of the Advisory Contract for any unearned fee. Sale of Securities or Other Investment Products Advisor and its supervised persons do not accept compensation for the sale of securities or other investment products including asset-based sales charges or service fees from the sale of mutual funds. 11  Form ADV Part 2A Item 6: Performance-Based Fees and Side-By-Side Management We do not offer performance-based fees and do not engage in side-by-side management. 12  Form ADV Part 2A Item 7: Types of Clients We provide financial planning and investment management services to individuals, high net-worth individuals. We do not have a minimum account size requirement to open or maintain an account. 13  Form ADV Part 2A Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis Modern Portfolio Theory (MPT) The underlying principles of MPT are: ● Investors are risk averse. The only acceptable risk is that which is adequately compensated by an expected return. Risk and investment return are related and an increase in risk requires an increased expected return. ● Markets are efficient. The same market information is available to all investors at the same time. The market prices every security fairly based upon this equal availability of information. ● ● ● The design of the portfolio as a whole is more important than the selection of any particular security. The appropriate allocation of capital among asset classes will have far more influence on long-term portfolio performance than the selection of individual securities. Investing for the long-term (preferably longer than ten years) becomes critical to investment success because it allows the long-term characteristics of the asset classes to surface. Increasing diversification of the portfolio with lower correlated asset class positions can decrease portfolio risk. Correlation is the statistical term for the extent to which two asset classes move in tandem or opposition to one another. Mutual Fund and/or ETF Analysis: We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in other funds in the Client’s portfolio. In addition, we monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the fund or ETF less suitable for the Client’s portfolio. Investment Strategies Asset Allocation In implementing our Clients’ investment strategy, we begin by attempting to identify an appropriate ratio of equities, fixed income, and cash (i.e. “asset allocation”) suitable to the Client’s investment goals and risk tolerance. A risk of asset allocation is that the Client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of equities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the Client’s goals. We attempt to closely monitor our asset allocation models and make changes periodically to keep in line with the target risk tolerance model. 14  Form ADV Part 2A Passive and Active Investment Management We may choose investment vehicles that are considered passive, active, or a combination of both styles. Passive investing involves building portfolios that are composed of various distinct asset classes. The asset classes are weighted in a manner to achieve a desired relationship between correlation, risk and return. Funds that passively capture the returns of the desired asset classes are placed in the portfolio. Active investing involves a single manager or managers who employ some method, strategy or technique to construct a portfolio that is intended to generate returns that are greater than the broader market or a designated benchmark. Actively managed funds are also designed to reduce volatility and risk. We may engage in both passive and active investing in Client’s portfolio. However, we strive to construct portfolios of funds and individual securities that we believe will have the greatest probability for achieving our Clients’ personal financial goals with the least amount of volatility and risk rather than attempt to outperform an arbitrary index or benchmark. Specific investment selections are based on a number of factors that we evaluate in order to select, what we believe to be, the highest quality funds or individual securities for our Clients. These factors include but are not limited to underlying holdings of funds, percentage weighting of holdings within funds, liquidity, tax efficiency, bid/ask spreads, and other smart/strategic beta factors. These factors may or may not result in the lowest cost ETFs and mutual funds available when utilizing funds in a Client’s portfolio, but we strive to keep internal fund expenses as low as possible. Long-term/Short-term purchases We purchase securities and generally hold them in the Client's account for a year or longer. Short-term purchases may be employed as appropriate when: ● We believe the securities to be currently undervalued, and/or ● We want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Material Risks Involved All investing strategies we offer involve risk and may result in a loss of your original investment which you should be prepared to bear. Many of these risks apply equally to stocks, bonds, commodities, and any other investment or security. Material risks associated with our investment strategies are listed below. Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general market decline, reducing the value of the investment regardless of the operational success of the issuer’s operations or its financial condition. Strategy Risk: The Adviser’s investment strategies and/or investment techniques may not work as intended. 15  Form ADV Part 2A Small and Medium Cap Company Risk: Securities of companies with small and medium market capitalizations are often more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk of business failure, which could increase the volatility of the Client’s portfolio. Turnover Risk: Actively managed mutual funds tend to have a higher turnover rate than passive funds. A high portfolio turnover would result in higher transaction costs and in higher taxes when shares are held in a taxable account. These factors may negatively affect the account’s performance. Limited markets: Certain securities may be less liquid (harder to sell or buy) and their prices may at times be more volatile than at other times. Under certain market conditions, we may be unable to sell or liquidate investments at prices we consider reasonable or favorable or find buyers at any price. Interest Rate Risk: Bond (fixed income) prices generally fall when interest rates rise, and the value may fall below par value or the principal investment. The opposite is also generally true: bond prices generally rise when interest rates fall. In general, fixed income securities with longer maturities are more sensitive to these price changes. Most other investments are also sensitive to the level and direction of interest rates. Legal or Legislative Risk: Legislative changes or Court rulings may impact the value of investments, or the securities’ claim on the issuer’s assets and finances. Inflation: Inflation may erode the buying power of your investment portfolio, even if the dollar value of your investments remains the same. Risks Associated with Securities Apart from the general risks outlined above which apply to all types of investments, specific securities may have other risks. Alternative Investments. Though TPW's primary investment strategy is passive investment management, TPW and its representative may from time to time recommend less traditional assets (sometimes called “alternative investments”) in combination with more traditional assets like stocks and bonds, when suitable. Alternative investments can include: commodities, currency hedging, direct lending, hedge funds, precious metals, private equity, venture capital, among others. Alternative investments may be accessed in multiple ways, including, but not limited to, Direct Investment, Pooled Investment Vehicles, and Private Investment Funds. TPW is limited to recommending or advising on alternative investments based on Client’s goals and risk tolerance. Clients should be aware of the risk should Client implement TPW’s recommendations. Alternative investments generally involve various risk factors, including, but not limited to the following. A more in-depth discussion of risks that must be considered is set forth in each investment’s offering documents or similar disclosure document, which will be provided to each Client for review and consideration prior to investing. ● Potential for complete loss of principal, meaning that you may lose your entire investment ● Liquidity constraints ● Lack of transparency 16  Form ADV Part 2A ● Difficulty obtaining price evaluation ● Limited or no secondary market ● Long term investment commitment ● Volatility of returns ● High internal and operating costs ● Restrictions on withdrawals ● Complex tax structures and delays in tax reporting ● Less regulation Bank Obligations including bonds and certificates of deposit may be vulnerable to setbacks or panics in the banking industry. Banks and other financial institutions are greatly affected by interest rates and may be adversely affected by downturns in the U.S. and foreign economies or changes in banking regulations. Commercial Paper 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. Common stocks may go up and down in price quite dramatically, and in the event of an issuer’s bankruptcy or restructuring could lose all value. A slower-growth or recessionary economic environment could have an adverse effect on the price of all stocks. Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on factors such as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk. Exchange Traded Funds prices may vary significantly from the Net Asset Value due to market conditions. Certain Exchange Traded Funds may not track underlying benchmarks as expected. ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above (premium) or below (discount) their net asset value and an ETF purchased at a premium may ultimately be sold at a discount; (ii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. The Adviser has no control over the risks taken by the underlying funds in which the Clients invest. Municipal Bonds are debt obligations generally issued to obtain funds for various public purposes, including the construction of public facilities. Municipal bonds pay a lower rate of return than most other types of bonds. However, because of a municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other bonds, depending on the investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing in bonds in general. Those risks include interest rate risk, reinvestment risk, inflation risk, market risk, call or redemption risk, credit risk, and liquidity and valuation risk. 17  Form ADV Part 2A Mutual Funds When a Client invests in open-end mutual funds or ETFs, the Client indirectly bears its proportionate share of any fees and expenses payable directly by those funds. Therefore, the Client will incur higher expenses, many of which may be duplicative. In addition, the Client's overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). Options and other derivatives carry many unique risks, including time-sensitivity, and can result in the complete loss of principal. While covered call writing does provide a partial hedge to the stock against which the call is written, the hedge is limited to the amount of cash flow received when writing the option. When selling covered calls, there is a risk the underlying position may be called away at a price lower than the current market price. 18  Form ADV Part 2A Item 9: Disciplinary Information Criminal or Civil Actions TPW and its management persons have not been involved in any criminal or civil action. Administrative Enforcement Proceedings TPW and its management persons have not been involved in any administrative enforcement proceedings. Self-Regulatory Organization Enforcement Proceedings TPW and its management persons have not been involved in any self-regulatory organization (SRO) proceedings. 19  Form ADV Part 2A Item 10: Other Financial Industry Activities and Affiliations Broker-Dealer Affiliation Neither TPW or its management persons is registered, or have an application pending to register, as a broker- dealer or a registered representative of a broker-dealer. Other Affiliations Neither TPW or its management persons is registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. Related Persons David Torres-Onisto is currently employed as Owner and Tax Preparer of David Torres Tax Services. In this position David Torres-Onisto provides tax accounting services to individuals and businesses. This can create a conflict of interest in that David Torres-Onisto may refer advisory clients to David Torres Tax Services in which David Torres-Onisto will receive customary compensation in his role as tax preparer for those services. This conflict is mitigated in that clients are not required to utilize David Torres Tax Services for tax services and the decision to use or not use David Torres Tax Services does not affect the advisory services the client is provided. This activity accounts for 10% of his time during trading hours. Eric Powers is currently employed as Owner in the Powers Tax Preparation Services. Eric Powers is a Tax Preparer with Powers Tax Preparation Services. In this position, Eric Powers provides tax accounting services to individuals and businesses. This can create a conflict of interest in that Eric Powers may refer advisory clients to Powers Tax Preparation Services in which Eric Powers will receive customary compensation in his role as tax preparer for those services. This conflict is mitigated in that clients are not required to utilize Powers Tax Preparation Services for tax services and the decision to use or not use Powers Tax Preparation Services does not affect the advisory services the client is provided. This activity accounts for 10% of his time during trading hours. 20  Form ADV Part 2A Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading As a fiduciary, our firm has a duty of utmost good faith to act solely in the best interests of each Client. Our Clients entrust us with their funds and personal information, which in turn places a high standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis of all of our dealings. The firm also adheres to the Code of Ethics and Professional Responsibility adopted by the CFP® Board of Standards Inc., and accepts the obligation not only to comply with the mandates and requirements of all applicable laws and regulations but also to take responsibility to act in an ethical and professionally responsible manner in all professional services and activities. Code of Ethics Description This Code of Ethics does not attempt to identify all possible conflicts of interest, and compliance with each of its specific provisions will not shield our firm or its access persons from liability for misconduct that violates a fiduciary duty to our Clients. A summary of the Code of Ethics' Principles is outlined below. ● Integrity - Access persons shall offer and provide professional services with integrity. ● Objectivity - Access persons shall be objective in providing professional services to Clients. ● Competence - Access persons shall provide services to Clients competently and maintain the necessary knowledge and skill to continue to do so in those areas in which they are engaged. ● Fairness - Access persons shall perform professional services in a manner that is fair and reasonable to Clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such services. ● Confidentiality - Access persons shall not disclose confidential Client information without the specific consent of the Client unless in response to proper legal process, or as required by law. ● Professionalism - Access persons conduct in all matters shall reflect the credit of the profession. ● Diligence - Access persons shall act diligently in providing professional services. We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all firm access persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm will provide a copy of its Code of Ethics to any Client or prospective Client upon request. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Neither our firm, its access persons, or any related person is authorized to recommend to a Client or effect a transaction for a Client, involving any security in which our firm or a related person has a material financial interest, such as in the capacity as an underwriter, adviser to the issuer, principal transaction, among others. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Our firm, its access persons, and its related persons may buy or sell securities similar to, or different from, those we recommend to Clients. In an effort to reduce or eliminate certain conflicts of interest, our Code of Ethics may require that we restrict or prohibit access persons’ transactions in specific reportable securities. Any exceptions or trading pre-clearance must be approved by TPW’s Chief Compliance Officer in advance of the transaction in an account. TPW maintains a copy of access persons’ personal securities transactions as required. 21  Form ADV Part 2A Trading Securities At/Around the Same Time as Client’s Securities From time to time our firm, its access persons, or its related persons may buy or sell securities for themselves at or around the same time as they buy or sell securities for Clients’ account(s). To address this conflict, it is our policy that neither our firm or access persons shall have priority over Clients’ accounts in the purchase or sale of securities. 22  Form ADV Part 2A Item 12: Brokerage Practices Factors Used to Select Custodians TPW does not have any affiliation with any custodian we recommend. Specific custodian recommendations are made to the Client based on their need for such services. We recommend custodians based on the reputation and services provided by the firm. In recommending custodians, we have an obligation to seek the “best execution” of transactions in Client accounts. The determinative factor in the analysis of best execution is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of the custodian’s services. The factors we consider when evaluating a custodian for best execution include, without limitation, the custodian’s: ● Combination of transaction execution services and asset custody services (generally without a separate fee for custody); ● Capability to execute, clear, and settle trades (buy and sell securities for your account); ● Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.); ● Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds (ETFs), etc.); ● Availability of investment research and tools that assist us in making investment decisions; ● Quality of services; ● Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices; ● Reputation, financial strength, security and stability; ● Prior service to us and our clients. With this in consideration, our firm recommends LPL Financial (“LPL”), an independent and unaffiliated SEC registered broker-dealer firm and member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Research and Other Soft-Dollar Benefits We do not have any soft-dollar arrangements with custodians whereby soft-dollar credits, used to purchase products and services, are earned directly in proportion to the amount of commissions paid by a Client. However, as a result of being on their institutional platform, LPL may provide us with certain services that may benefit us. Brokerage for Client Referrals We receive no referrals from a custodian, broker-dealer or third party in exchange for using that custodian, broker-dealer or third party. Clients Directing Which Broker/Dealer/Custodian to Use Our firm recommends Clients establish account(s) at LPL to execute transactions through. We will assist with establishing your account(s) at LPL , however, we will not have the authority to open accounts on the Client's 23  Form ADV Part 2A behalf. Not all investment advisers require their Clients to use their recommended custodian. By recommending that Clients use LPL , we may be unable to achieve the most favorable execution of Client transactions, and this practice may cost Clients more money. We base our recommendations on the factors disclosed in Item 12 herein and will only recommend custodians if we believe it's in the best interest of the Client. If Clients do not wish to utilize our recommended custodian, we permit Clients to direct brokerage. We will be added to your account through a limited trading authority. However, due to restraints from not having access to an institutional platform, we are unable to achieve most favorable execution of Client transactions. Clients directing brokerage may cost Clients more money. For example, in a directed brokerage account, the Client may pay higher brokerage commissions because we may not be able to aggregate orders to reduce transaction costs, or the Client may receive a higher transaction price at their selected custodian versus our recommended custodian. Aggregating (Block) Trading for Multiple Client Accounts Generally, we combine multiple orders for shares of the same securities purchased for 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. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion, regarding particular circumstances and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or access persons may participate in block trading with your accounts; however, they will not be given preferential treatment. 24  Form ADV Part 2A Item 13: Review of Accounts Periodic Reviews David Torres-Onist and Eric Powers will work with Clients to obtain current information regarding their assets and investment holdings and will review this information as part of our financial planning services. TPW does not provide specific reports to Clients, other than financial plans. Clients who engage us for investment management services will have their account(s) reviewed regularly on a quarterly basis by David Torres-Onisto or Eric Powers. The account(s) are reviewed with regards to the Client’s investment objectives and risk tolerance levels. Triggers of Reviews Events that may trigger a special review would be unusual performance, addition or deletions of Client- imposed restrictions, excessive draw-down, volatility in performance, or buy and sell decisions from the firm or per Client's needs. Review Reports Clients will receive trade confirmations from the custodian(s) for each transaction in their accounts as well as monthly or quarterly statements and annual tax reporting statements from their custodian showing all activity in the accounts, such as receipt of dividends and interest. TPW will provide written performance and/or holdings reports to Investment Management Clients on an annual basis. We urge Clients to compare these reports against the account statements they receive from their custodian. 25  Form ADV Part 2A Item 14: Client Referrals and Other Compensation Compensation Received by TOP Private Wealth LLC TPW is a fee-only firm that is compensated solely by its Clients. TPW does not receive commissions or other sales-related compensation. Except as mentioned in Item 12 above, we do not receive any economic benefit, directly or indirectly, from any third party for advice rendered to our Clients. Client Referrals from Solicitors TPW does not, directly or indirectly, compensate any person who is not advisory personnel for Client referrals. 26  Form ADV Part 2A Item 15: Custody TPW does not hold, directly or indirectly, Client funds or securities, or have any authority to obtain possession of them. All Client assets are held at a qualified custodian. If TPW deducts its advisory fee from Client’s account(s), the following safeguards will be applied: i. ii. The Client will provide written authorization to TPW, permitting us to be paid directly from Client’s accounts held by the custodian. The custodian will send at least quarterly statements to the Client showing all disbursements from the accounts, including the amount of the advisory fee. In jurisdictions where required, TPW will send an itemized invoice to the Client at the same time it instructs the custodian to debit the advisory fee. Itemization includes the formula used to calculate the fee, the amount of assets under management the fee is based on, and the time period covered by the fee. We urge you to carefully review custodial statements and compare them to the account invoices or reports that we may provide to you and notify us of any discrepancies. Clients are responsible for verifying the accuracy of these fees as listed on the custodian’s brokerage statement as the custodian does not assume this responsibility. Our invoices or reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. TPW can establish a Standing Letter of Authorization or other similar asset transfer authorization arrangements (“SLOA”) with qualified custodians in order for us to disburse funds to accounts as specifically designated by the Client. With a SLOA a Client can typically authorize first-party and/or third-party transfers. If transfers are third-party, TPW complies with each of the requirements and conditions enumerated below: 1. The Client provides an instruction to the qualified custodian, in writing, that includes the Client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The Client authorizes TPW, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The Client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the Client’s authorization, and provides a transfer of funds notice to the Client promptly after each transfer. 4. The Client has the ability to terminate or change the instruction to the Client’s qualified custodian. 5. TPW has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the Client’s instruction. 6. TPW maintains records showing that the third party is not a related party of TPW or located at the same address as TPW. 7. The Client’s qualified custodian sends the Client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. 27  Form ADV Part 2A Item 16: Investment Discretion For those Client accounts where we provide Investment Management Services, TPW has discretionary authority and limited power of attorney to determine the securities and the amount of securities to be bought or sold for a Client’s account without having to obtain prior Client approval for each transaction. Investment discretion is explained to Clients in detail when an advisory relationship has commenced. At the start of the advisory relationship, the Client will execute a Limited Power of Attorney, which will grant our firm discretion over the account(s). Additionally, the discretionary relationship will be outlined in the Advisory Contract and signed by the Client. Clients may limit our discretion by requesting certain restrictions on investments. However, approval of such requests are at the firm’s sole discretion. 28  Form ADV Part 2A Item 17: Voting Client Securities We do not vote Client proxies. Therefore, Clients maintain exclusive responsibility for: (1) voting proxies, and (2) acting on corporate actions pertaining to the Client’s investment assets. The Client shall instruct the Client’s qualified custodian to forward to the Client copies of all proxies and shareholder communications relating to the Client’s investment assets. If the Client would like our opinion on a particular proxy vote, they may contact us at the number listed on the cover of this brochure. 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 you any electronic solicitation to vote proxies. 29  Form ADV Part 2A Item 18: Financial Information We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to our Clients, nor have we been the subject of any bankruptcy proceeding. We do not have custody of Client funds or securities, except as disclosed in Item 15 above, or require or solicit prepayment of more than $1,200 in fees six months or more in advance. 30