TRANSITION FINANCIAL ADVISORS GROUP, INC.

Item 1 Cover Page Transition Financial Advisors Group, LLC ADV Part 2A, Firm Brochure Dated: October 8, 2025 Contact: Brian Wruk, Chief Compliance Officer 2487 S. Gilbert Road Suite 106-618 Gilbert, AZ 85295 www.transitionfinancial.com This brochure provides information about the qualifications and business practices of Transition Financial Advisors Group, LLC. If you have any questions about the contents of this brochure, please contact us at (480) 722-9414 or brian@transitionfinancial.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Transition Financial Advisors Group, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Transition Financial Advisors Group, LLC (CRD # 116089/SEC#:801-113459 ) as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training. 1  Item 2 Material Changes Since last year’s Annual Amendment filing on February 17, 2024, this Disclosure Brochure has not been materially amended. Since the last Annual Amendment, we have revised this DisclosureBrochure at Item 4 regarding our ownership. Item 3 Table of Contents Item 1 Cover Page .................................................................................................................................... 1 Item 2 Material Changes .......................................................................................................................... 2 Item 3 Table of Contents .......................................................................................................................... 2 Item 4 Advisory Business ........................................................................................................................ 3 Fees and Compensation .............................................................................................................. 10 Item 5 Performance-Based Fees and Side-by-Side Management .......................................................... 13 Item 6 Item 7 Types of Clients .......................................................................................................................... 13 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 13 Item 9 Disciplinary Information ............................................................................................................ 18 Item 10 Other Financial Industry Activities and Affiliations .................................................................. 18 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.............. 18 Item 12 Brokerage Practices .................................................................................................................... 19 Item 13 Review of Accounts .................................................................................................................... 21 Item 14 Client Referrals and Other Compensation .................................................................................. 21 Item 15 Custody ....................................................................................................................................... 22 Investment Discretion ................................................................................................................. 22 Item 16 Item 17 Voting Client Securities .............................................................................................................. 22 Item 18 Financial Information ................................................................................................................. 23 2  Item 4 Advisory Business A. Transition Financial Advisors Group, LLC (the “Registrant”) is a corporation formed on January 3, 2001 in the State of Arizona. The Registrant initially became registered as an Investment Adviser Firm in May of 2001 and became registered with the SEC in June 2018. The Registrant is wholly owned by Advantage Financial Services Buyer, LLC. B. As discussed below, the Registrant offers to its clients (individuals, high net worth individuals, pension and profit-sharing plans, trusts, estates, etc.) investment advisory services, and, to the extent specifically requested by a client, financial planning and related consulting services. INVESTMENT ADVISORY SERVICES The client can only engage the Registrant to provide discretionary investment advisory services on a fee-only basis. The Registrant’s annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under the Registrant’s management. The Registrant offers both a Wealth Management engagement and an Investment Management engagement Investment Management. If the client selects our Investment Management program, Registrant’s annual investment advisory fee shall include investment management services only. The Registrant will not be responsible for providing financial planning services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of the Registrant), the Registrant may determine to charge for such additional services pursuant to a stand-alone Financial Planning Agreement (see below). Before engaging Registrant to provide investment advisory services, clients are generally required to enter into an Investment Advisory Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. Wealth Management. If the client selects our Wealth Management program, they will receive Investment Management services and also financial planning and consulting services (as part of the engagement). The Registrant believes that it is important for the clients who participate in this program to address financial planning issues on an ongoing basis. Registrant’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with Registrant. It remains each client’s responsibility to promptly notify Registrant if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating /revising our previous recommendations and or services. The Registrant provides investment advisory services specific to the needs of each client. Before providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant will allocate investment assets consistent with the designated investment objective(s). The Registrant primarily allocates client investment assets among various no-load or load-waived mutual funds, individual equities (stocks), and debts (bonds) on a discretionary basis in accordance with the client’s designated investment objective(s). Once allocated, the Registrant provides ongoing monitoring and review of account performance, asset allocation and client investment objectives. 3  FINANCIAL PLANNING AND CONSULTING (STAND-ALONE) To the extent requested by a client, the Registrant may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone separate fee basis. Financial Planning The Registrant provides financial planning advice in the form of a comprehensive financial plan. Clients purchasing this service will receive a written report, providing the client with a detailed financial plan designed to help achieve his or her stated financial goals and objectives. The Registrant specializes in financial planning services for both domestically domiciled individuals, as well as those intending to change their place of residence from the United States to Canada or vice versa. A custom-tailored financial plan starts with a thorough goals and objectives setting process and contains specific recommendations on all aspects of a client’s financial situation. The financial plans do not include the recommendations of specific investment vehicles nor the development of an Investment Policy Statement (“IPS”). Depending on their individual needs and circumstances, clients may utilize the following programs offered by the Registrant: Realizing the Dream™ - a comprehensive financial planning service for domestic U.S. or Canadian clients considering, or who have completed, a transition in life (retirement, passing of a spouse, purchase of a second home, departed children, etc.) but with no cross border issues. Fees generally start at $3,000 and can range upwards of $100,000 as calculated using the fee schedule below: Retirement Plans Other Properties 0 - 300k Net Worth 0 - 1M 1M - 3M 3M - 5M 5M + 0.60% 0.45% 0.30% 0.15% 0 - 300k 300k - 500k 500k - 1M 1M + 0.30% 0.20% 300k - 500k 500k - 1M 0.10% 1M + 0.05% 0.45% 0.30% 0.15% 0.075% The fee is based on net worth with retirement plans and other properties added as a surcharge for additional complexity. The Canadian in America™ - a comprehensive financial planning service for those clients considering, or who have already completed, a transition from Canada to the United States. Fees generally start at $5,000 and can range upwards of $100,000 as calculated using the fee schedule below: RRSP/RRIF/LIRA/LIF Other Properties 0 - 300k Net Worth 0 - 1M 1M - 3M 3M - 5M 5M + 0.60% 0.45% 0.30% 0.15% 0 - 300k 300k - 500k 500k - 1M 1M + 0.30% 0.20% 300k - 500k 500k - 1M 0.10% 1M + 0.05% 0.45% 0.30% 0.15% 0.075% The American in Canada™ - a comprehensive financial planning service for those clients considering, or who have completed, a transition from the United States to Canada. Fees generally start at $5,000 and can range upwards of $100,000 as calculated using the fee schedule below: 4  Retirement Plans Other Properties 0 - 300k Net Worth 0 - 1M 1M - 3M 3M - 5M 5M + 0.60% 0.45% 0.30% 0.15% 0 - 300k 300k - 500k 500k - 1M 1M + 0.30% 0.20% 300k - 500k 500k - 1M 0.10% 1M + 0.05% 0.45% 0.30% 0.15% 0.075% In general, the financial plan will address any or all of the following areas of concern: Cash management, income tax planning, independence planning, education planning, risk management, investment planning, estate planning, immigration planning, and customs planning. The Registrant gathers required information through in-depth personal interviews. Information gathered includes a client’s current financial status, future goals and attitudes towards risk. Related documents supplied by the client are carefully reviewed, including a questionnaire completed by the client, and a written report is prepared. Consulting Services Clients can also receive investment advice on a much more limited basis. This may include advice on only an isolated area(s) of concern such as estate planning, retirement planning, reviewing a client’s existing portfolio, residency planning, or any other specific topic. The Registrant also provides specific consultation and administrative services regarding investment and financial concerns of the client. Registrant’s planning and consulting fees are negotiable depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Prior to engaging the Registrant to provide planning or consulting services, clients are required to enter into a Financial Planning and Consulting Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Registrant commencing services. To the extent requested by a client, Registrant may recommend the services of other professionals for non-investment implementation purposes. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Registrant and/or its representatives. If the client engages any unaffiliated professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. Please Also Note: It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Tax Preparation. To the extent requested by a client, the Registrant may provide tax preparation services. These services are separate from the investment advisory and financial planning and consulting services offered by the Registrant and, therefore, are provided for an additional fee. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by a client, Registrant may provide financial planning 5  and related consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. The Registrant does not serve as a law firm, accounting firm, or insurance agency, and no portion of Registrant’s services should be construed as legal, accounting, or insurance implementation services. Accordingly, Registrant does not prepare estate planning documents or sell insurance products. To the extent requested by a client, Registrant may recommend the services of other professionals for certain non-investment implementation purposes (i.e. attorneys, accountants, insurance agents, etc.). Clients are reminded that they are under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation made by Registrant or its representatives. Please Note: If the client engages any professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided and resolving any disputes with the client. Trade Error Policy. Registrant shall reimburse accounts for losses resulting from the Registrant’s trade errors, but shall not credit accounts for such errors resulting in market gains. The gains and losses are reconciled within the Registrant’s custodian firm account and Registrant retains the net gains and losses. situation or investment objectives for the purpose Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other designated professionals, and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify Registrant if there is ever any change in their of financial reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Retirement Rollovers – No Obligation / Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If the Registrant recommends that a client roll over their retirement plan assets into an account to be managed by the Registrant, such a recommendation creates a conflict of interest if the Registrant will earn a new (or increase its current) advisory fee as a result of the rollover If Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts.. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant, whether it is from an employer’s plan or an existing IRA. The Registrant’ Chief Compliance Officer, Brian Wruk, remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Independent Managers. Registrant may allocate a portion of a client’s investment assets among unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager(s) will have day-to- day responsibility for the active discretionary management of the allocated assets, including proxy voting, if applicable. Registrant will continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment 6  objectives. The factors Registrant considers in recommending Independent Manager(s) include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fee charged by the Independent Manager(s) is separate from, and in addition to, Registrant’s advisory fee as set forth in Item 5. Please Note. The investment management fee charged by the Independent Manager([s)] is separate from, and in addition to, Registrant’s investment advisory fee disclosed at Item 5 below. ANY QUESTIONS: Registrant’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the allocation of account assets to an Independent Manager(s), including the specific additional fee to be charged by such Independent Manager(s). Use of Mutual Funds and Exchange Traded Funds (“ETFs”): While the Registrant may recommend allocating investment assets to mutual funds and ETFs that are not available directly to the public, the Registrant may also recommend that clients allocate investment assets to publicly-available mutual funds and ETFs that the client could obtain without engaging Registrant as an investment adviser. However, if a client or prospective client determines to allocate investment assets to publicly-available mutual funds and ETFs without engaging Registrant as an investment adviser, the client or prospective client would not receive the benefit of Registrant’s initial and ongoing investment advisory services. Other mutual funds, such as those issued by Dimensional Fund Advisors (“DFA”), are generally only available through certain registered investment advisers. Registrant currently maintains investment positions in DFA funds but does not anticipate establishing new positions or adding to existing positions in the future. With respect to investments in DFA funds, restrictions regarding additional purchases, transferability, and/or reallocation will apply upon the termination of Registrant’s services to a client. Registrant’s Chief Compliance Officer, Brian Wruk, remains available to address any questions that a client or prospective client may have regarding the above. Trustee Directed Plans. Registrant may be engaged to provide discretionary investment advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, Registrant will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). Registrant will generally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, mutual fund manager tenure, style drift, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by Registrant will be profitable or equal any specific performance level(s). Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be 7  lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, Registrant shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within a Registrant actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Registrant unmanaged accounts. Cybersecurity Risk. The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls that are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and/or result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. In accordance with Regulation S-P, the Registrant is committed to protecting the privacy and security of its clients' non-public personal information by implementing appropriate administrative, technical, and physical safeguards. Registrant has established processes to mitigate the risks of cybersecurity incidents, including the requirement to restrict access to such sensitive data and to monitor its systems for potential breaches. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur financial losses and/or other adverse consequences. Although the Registrant has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that the Registrant does not control the cybersecurity measures and policies employed by third-party service providers, issuers of securities, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchanges, and other financial market operators and providers. In compliance with Regulation S-P, the Registrant will notify clients in the event of a data breach involving their non-public personal information as required by applicable state and federal laws. Tax Preparation Outsourced Service. Registrant provides income tax preparation and tax planning advice. The Registrant outsources selected tax returns to an unaffiliated outside accounting firm. Normally, Registrant will only prepare income tax returns for individuals and small businesses. Income tax preparation services are typically offered to Registrant’s advisory clients, but may be extended to other non-advisory customers as well. Fees for preparing a tax return will generally range from $300 to $5,000, depending on the complexity of the client's situation. Registrant’s clients may be offered a discount on their tax preparation fees. Tax preparation fees are separate and are NOT included as part of any investment advisory agreement. Registrant may decline to prepare any income tax return 8  due to the complexity and scope involved. Fees are normally assessed based on the forms associated with the client’s return. As such, the more forms in a return, the higher the associated fee. There is no requirement that any advisory clients have their income tax returns prepared by the Registrant. Fees for services rendered are due after the consultations are completed. Variable Annuity Account Sub-divisions. Registrant may also render discretionary investment management services to clients relative to variable annuity products that they may own. In so doing, Registrant directs the allocation of client assets among the various mutual fund sub-divisions which comprise the variable annuity product based upon the investment objectives of the client. The insurance company that issues the variable annuity, or its outside custodian, will maintain custody of the client’s funds and securities at all times. Our authority is limited to exchanges among the variable annuity investment sub- accounts. At no time will Registrant have authority to withdraw funds and/or securities from the client’s variable annuity account. The Client Agreement will specifically state which variable annuity policies are being managed. Registrant will not receive commission compensation with respect to Client’s purchase of the variable annuity product. Please Note: Socially Responsible Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance considerations into the investment due diligence process (“ESG). There are potential limitations associated with allocating a portion of an investment portfolio in ESG securities (i.e., securities that have a mandate to avoid, when possible, investments in such products as alcohol, tobacco, firearms, oil drilling, gambling, etc.). The number of these securities may be limited when compared to those that do not maintain such a mandate. ESG securities could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange traded funds are few when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Registrant), there can be no assurance that investment in ESG securities or funds will be profitable, or prove successful. The Registrant does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. If implemented, Registrant shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. Please Note: Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Brian Wruk, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. 9  Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify the Registrant if there is ever any change in their 7 financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services Disclosure Statement. A copy of the Registrant’s written Brochure as set forth on Form ADV Part 2, along with our Form CRS (Relationship Summary) shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Financial Planning and Consulting Agreement. to providing investment advisory services, an C. The Registrant shall provide investment advisory services specific to the needs of each client. Prior investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. The Registrant does not participate in a wrap fee program. E. As of December 31, 2024, the Registrant had $261,482,689 in assets under management on a discretionary basis. Item 5 Fees and Compensation A. The client can determine to engage the Registrant to provide discretionary investment advisory services on a fee-only basis. WEALTH MANAGEMENT AND INVESTMENT ADVISORY SERVICES If a client determines to engage the Registrant to provide discretionary investment advisory services on a fee-only basis, the Registrant’s annual investment advisory fee is negotiable, but shall generally be based upon a percentage (%) of the market value and type of assets placed under the Registrant’s management (between 0.15% and 1.00%) as follows: Fee Schedule for U.S.-based clients Assets Under Management Less than $1,000,000.01 Next $1,000,000.01 - $2,000,000 Next $2,000,000.01 - $3,000,000 Next $3,000,000.01 - $5,000,000 Next $5,000,000.01 - $7,000,000 Next $7,000,000.01 - $10,000,000 Next $10,000,000.01 - $15,000,000 $15,000,000.01+ Annual Fee (%) 1.00% 0.85% 0.75% 0.65% 0.50% 0.40% 0.25% 0.10% Fee Schedule for Canada-based clients 10  Assets Under Management Less than $1,000,000.01 Next $1,000,000.01 - $2,000,000 Next $2,000,000.01 - $3,000,000 Next $3,000,000.01 - $5,000,000 Next $5,000,000.01 - $7,000,000 Next $7,000,000.01 - $10,000,000 Next $10,000,000.01 - $15,000,000 $15,000,000.01+ Annual Fee % 1.20% 1.00% 0.80% 0.65% 0.50% 0.40% 0.25% 0.10% Registrant, in its sole discretion, may charge a lesser investment advisory fee and/or charge a flat fee based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, prior fee schedules, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Brian Wruk, remains available to address any questions that a client or prospective client may have regarding advisory fees. Registrant’s annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of the Registrant) or tax preparation services, the Registrant may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) To the extent specifically requested by a client, the Registrant may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone fee basis. Registrant’s planning and consulting fees are negotiable, planning fees range from $3,000 to $100,000 on a fixed fee basis as outlined in the fee schedules above, and consulting fees range from $100 to $600 on an hourly rate basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). TAX PREPARATION To the extent requested by a client, the Registrant may provide tax preparation services on an hourly rate basis. When tax preparation is provided on a standalone basis, hourly fees range from $300 to $350 per hour. When tax preparation is combined with one or more of Registrant’s other services, hourly fees range from $150 to $180 per hour. The tax preparation fee can vary from $300 to $3,000, depending upon the nature and complexity of the engagement. These services are separate from the investment advisory and financial planning and consulting services offered by the Registrant and, therefore, are provided for an additional fee. B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial account. Both Registrant’s Investment Advisory Agreement and the custodial/clearing 11  agreement may authorize the custodian to debit the account for the amount of the Registrant’s investment advisory fee and to directly remit that management fee to the Registrant in compliance with regulatory procedures. In the limited event that the Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice. The Registrant shall deduct fees and/or bill clients quarterly in arrears, based upon the market value of the assets on the last business day of the previous quarter. C. As discussed below, unless the client directs otherwise or an individual client’s circumstances require, the Registrant shall generally recommend that Charles Schwab & Co., Inc. (“Schwab”) or National Bank Independent Network (“NBIN”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab and NBIN may charge brokerage commissions and/or transaction fees for effecting certain securities transactions in accordance with their respective transaction fee/brokerage commission schedules (i.e. transaction fees may be charged for certain mutual funds, commissions may be charged for individual equity and fixed income securities transactions). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker- dealer/custodian. While certain custodians, including Schwab and NBIN, generally (with potential exceptions) do not currently charge fees on individual equity transactions (including ETFs), others do. Please Note: there can be no assurance that Schwab and/or NBIN will not change their transaction fee pricing in the future. Please Also Note: Schwab and NBIN may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. In addition to Registrant’s investment management fee, brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). D. Registrant’s annual investment advisory fee shall be prorated and paid quarterly, in arrears, based upon the market value of the assets on the last business day of the previous quarter. The Registrant generally requires a minimum asset level of $1,000,000 for investment advisory services. The Registrant also typically requires a $5,000 minimum annual fee for advisory services. The Registrant, in its sole discretion, may waive or reduce its minimum asset and/or minimum annual fee requirements based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client, etc.). Registrant does not adjust its fee for client deposits or withdrawals made during the billing period. The Investment Advisory Agreement between the Registrant and the client will continue in effect until terminated by either party by written notice in accordance with the terms of the Investment Advisory Agreement. Upon termination, the Registrant shall debit the account for the pro-rated portion of the unpaid advanced advisory fee based upon the number of days that services were provided during the billing quarter. E. Neither the Registrant, nor its representatives accept compensation from the sale of securities or other investment products. 12  Item 6 Performance-Based Fees and Side-by-Side Management Neither the Registrant nor any supervised person of the Registrant accepts performance- based fees. Item 7 Types of Clients The Registrant’s clients shall generally include individuals, high net worth individuals, pension and profit-sharing plans, trusts and estates. The Registrant generally requires a minimum asset level of $1,000,000 for investment advisory services. The Registrant also typically requires a $5,000 minimum annual fee for advisory services. The Registrant, in its sole discretion, may waive or reduce its minimum asset and/or minimum annual fee requirements based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client, etc.). Please Note: Similar advisory services may be available from other investment advisers for similar or lower fees. Please Also Note: If Registrant determines to accept a client and such client is subject to the $5,000 minimum annual fee, that client will pay an annual fee exceeding the percentage disclosed in Item 5 above if the client maintains assets of less than $500,000. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Brian Wruk, remains available to address any questions that a client may have regarding its advisory fee schedule. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. The Registrant may utilize the following methods of security analysis:  Charting - (analysis performed using patterns to identify current trends and trend reversals to forecast the direction of prices)  Fundamental - (analysis performed on historical and present data, with the goal of making financial forecasts)  Technical – (analysis performed on historical and present data, focusing on price and trade volume, to forecast the direction of prices)  Cyclical – (analysis performed on historical relationships between price and market trends, to forecast the direction of prices) The Registrant may utilize the following investment strategies when implementing investment advice given to clients:  Long Term Purchases (securities held at least a year)  Short Term Purchases (securities sold within a year)  Options (contract for the purchase or sale of a security at a predetermined price during a specific period of time) Please Note: Investment Risk. Investing in securities involves risk of loss that clients should be prepared to bear. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by the Registrant) will be profitable or equal any specific performance level(s). 13  B. The Registrant’s methods of analysis and investment strategies do not present any significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis the Registrant must have access to current/new market information. The Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, severely limiting the value of the Registrant’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. The Registrant’s primary investment strategies - Long Term Purchases and Short Term Purchases - are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer term investment strategy. In addition to the fundamental investment strategies discussed above, the Registrant may also implement and/or recommend options transactions. Registrant’s clients may also have access to margin. Options strategies and use of margin have a high level of inherent risk. (See discussion below). Covered Call Writing. Although rarely employed by Registrant, when appropriate for a particular client’s circumstances, Registrant may engage in covered call writing. Covered call writing is the sale of in-, at-, or out-of- the money call option against a long security position held in a client portfolio. This type of transaction is used to generate income. It also serves to create downside protection in the event the security position declines in value. Income is received from the proceeds of the option sale. Such income may be reduced to the extent it is necessary to buy back the option position prior to its expiration. This strategy may involve a degree of trading velocity, transaction costs and significant losses if the underlying security has volatile price movement. Covered call strategies are generally suited for companies with little price volatility. Margin. The Registrant does not recommend the use of margin. Margin is an investment strategy with a high level of inherent risk. A margin transaction occurs when an investor uses borrowed assets to purchase financial instruments or to access liquidity. The investor generally obtains the borrowed assets by using other securities as collateral for the borrowed sum. When used for investment purposes, the intended effect is to magnify any gains or losses sustained by the purchase of the financial instruments on margin. Although clients may retain the ability to use margin, Registrant does not use margin for investment purposes and does not recommend its use by clients. However, clients generally may engage in margin transactions on their own, without recommendation or oversight from Registrant. In doing so, clients establish a margin account with the client’s broker-dealer/custodian or their affiliated banks (each, a “Lender”), and may then have access to margin loans for financial planning, cash flow management, or other purposes. For example, clients may wish to utilize margin as a means 14  to borrow money to pay bills or other expenses such as financing the purchase, construction, or maintenance of a real estate project. The terms and conditions of each margin loan are contained in a separate agreement between the client and the Lender selected by the client, which terms and conditions may vary from client to client. Borrowing funds on margin is not suitable for all clients and is subject to certain risks, including but not limited to: increased market risk, increased risk of loss, especially in the event of a significant downturn; liquidity risk; the potential obligation to post collateral or repay the margin loan if the Lender determines that the value of collateralized securities is no longer sufficient to support the value of the loan; the risk that the Lender may liquidate the client’s securities to satisfy its demand for additional collateral or repayment / the risk that the Lender may terminate the margin loan at any time. Before agreeing to participate in a margin loan program, clients should carefully review the applicable margin loan agreement and all risk disclosures provided by the Lender including the initial margin and maintenance requirements for the specific program in which the client enrolls, and the procedures for issuing “margin calls” and liquidating securities and other assets in the client’s accounts. To the extent utilized by the client, the use of margin by a client will not impact Registrant’s fees. C. Currently, the Registrant primarily allocates client investment assets among various no- load or load-waived mutual funds, individual equities (stocks), and debts (bonds) on a discretionary basis in accordance with the client’s designated investment objective(s). Risks associated with these asset types include: 1. 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. 2. Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk may be caused by external factors independent of the fund’s specific investments as well as due to the fund’s specific investments. Additionally, each security’s price will fluctuate based on market movement and emotion, which may, or may not be due to the security’s operations or changes in its true value. For example, political, economic and social conditions may trigger market events which are temporarily negative, or temporarily positive. 3. 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. 4. 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. 5. 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. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. 15  6. Market Risk (Systematic Risk): Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities to rise or fall. Because the value of your portfolio will fluctuate, there is a risk that you will lose money. 7. Unsystematic Risk: Unsystematic risk is the company-specific or industry-specific risk in a portfolio. The combination of systematic (market risk) and unsystematic risk is defined as the portfolio risk that the investor bears. While the investor can do little to reduce systematic risk, he or she can affect unsystematic risk. Unsystematic risk may be significantly reduced through diversification. However, even a portfolio of well- diversified assets cannot escape all risk. 8. Credit Risk: Credit risk is the risk that the issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer’s credit rating or a perceived change in an issuer’s financial strength may affect a security’s value, and thus, impact performance. Credit risk is greater for fixed income securities with ratings below investment grade (BB or below by Standard & Poor’s Rating Group or Ba or below by Moody’s Investors Service, Inc.). Fixed income securities that are below investment grade involve higher credit risk and are considered speculative. 9. Income Risk: Income risk is the risk that falling interest rates will cause the investment’s income to decline. 10. Call Risk: Call risk is the risk that during periods of falling interest rates, a bond issuer will call or repay a higher-yielding bond before its maturity date, forcing the investment to reinvest in bonds with lower interest rates than the original obligations. 11. Purchasing Power Risk: Purchasing power risk is the risk that your investment’s value will decline as the price of goods rises (inflation). The investment’s value itself does not decline, but its relative value does, which is the same thing. Inflation can happen for a variety of complex reasons, including a growing economy and a rising money supply. Rising inflation means that if you have $1,000 and inflation rises 5 percent in a year, your $1,000 has lost 5 percent of its value, as it cannot buy what it could buy a year previous. 12. Political Risks: Most investments have a global component, even domestic stocks. Political events anywhere in the world may have unforeseen consequences to markets around the world. 13. Regulatory Risk: Changes in laws and regulations from any government can change the market value of companies subject to such regulations. Certain industries are more susceptible to government regulation. Changes in zoning, tax structure or laws impact the return on these investments. 14. Risks Related to Investment Term: Securities do not follow a straight line up in value. All securities will have periods of time when the current price of the security is not what we believe it is truly worth. If you require us to liquidate your portfolio during one of these periods, you will not realize as much value as you would have had the investment had the opportunity to regain its value. 16  An investment in a mutual fund involves risk, including the loss of principal. Mutual fund shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. As such, a mutual fund investor may incur substantial tax liabilities even when the fund underperforms. Shares of mutual funds are distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per-share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes in the market value of the fund’s holdings. The trading prices of a mutual fund’s shares can differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to NAV. REITS Non-Traded Real Estate Investment Trusts (REITS) Non-traded REITs include: (i) A REIT that is registered with the Securities and Exchange Commission (SEC) but is not listed on an exchange or over-the-counter market (non-exchange traded REIT); or (ii) a REIT that is sold pursuant to an exemption to registration (Private REIT). Non-traded REITs are generally blind pool investment vehicles. Blind pools are limited partnerships that do not explicitly state their future investments prior to beginning their capital raising phase. During this period of capital-raising, non-traded REITs often pay distributions to their investors. Because they are not exchange-traded investments, they often lack a developed secondary market, thus making them illiquid investments. As blind pool investment vehicles, non- traded REITs’ initial share prices are not related to the underlying value of the properties. This is because non-traded REITs begin and continue to purchase new properties as new capital is raised. Thus, one risk for non-traded REITs is the possibility that the blind pool will be unable to raise enough capital to carry out its investment plan. After the capital raising phase is complete, non-traded REIT shares are infrequently re-valued and thus may not reflect the true net asset value of the underlying real estate investments. Non-traded REITs often offer investors a redemption program where the shares can be sold back to the sponsor; however, those redemption programs are often subject to restrictions and may be suspended at the sponsor’s discretion. While non-traded REITs may pay distributions to investors at a stated target rate during the capital-raising phases, the funds used to pay such distributions may be obtained from sources other than cash flow from operations, and such financing can increase operating costs. With respect to publicly traded REITs, publicly traded REITs may be subject to additional risks and price fluctuations in the public market due to investors’ expectations of the individual REIT, the real estate market generally, specific sectors, the current yield on such REIT, and the current liquidity available in public market. Although publicly traded REITs offer investors liquidity, there can be constraints based upon current supply and demand. An investor when liquidating may receive less than the intrinsic value of the REIT. 17  Item 9 Disciplinary Information The Registrant has not been the subject of any disciplinary actions. Item 10 Other Financial Industry Activities and Affiliations A. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. C. The Registrant has no other relationship or arrangement with a related person that is material to its advisory business. D. The Registrant does not receive, directly or indirectly, compensation from investment advisors that it recommends or selects for its clients. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Registrant’s Representatives that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with state laws and Section 204A of the Investment Advisers Act of 1940, the Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by the Registrant or any person associated with the Registrant. B. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. C. The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons.” 18  The Registrant’s securities transaction policy requires that an Access Person of the Registrant must provide the Chief Compliance Officer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the Chief Compliance Officer or his/her designee with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date the Registrant selects; provided, however that at any time that the Registrant has only one Access Person, he or she shall not be required to submit any securities report described above. D. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated above in Item 11 C, the Registrant has a personal securities transaction policy in place to monitor the personal securities transaction and securities holdings of each of Registrant’s Access Persons. Item 12 Brokerage Practices A. In the event that the client requests that the Registrant recommend a broker- dealer/custodian for execution and/or custodial services (exclusive of those clients that may direct the Registrant to use a specific broker-dealer/custodian), Registrant generally recommends that investment management accounts be maintained at Schwab or NBIN. Prior to engaging Registrant to provide investment management services, the client will be required to enter into a formal Investment Advisory Agreement with Registrant setting forth the terms and conditions under which Registrant shall manage the client’s assets, and a separate custodial/clearing agreement with each designated broker-dealer/custodian. Factors that the Registrant considers in recommending Schwab or NBIN (or another broker- dealer/custodian) include historical relationship with the Registrant, financial strength, reputation, execution capabilities, pricing, research, and service. Although the commissions and/or transaction fees paid by Registrant’s clients shall comply with the Registrant’s duty to obtain best execution, a client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where the Registrant determines, in good faith, that the commission/transaction fee is reasonable. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Registrant will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. The brokerage commissions or transaction fees charged by the designated broker-dealer/custodian are exclusive of, and in addition to, Registrant’s investment management fee. The Registrant’s best execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. 1. Research and Benefits Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker-dealer/custodian, Registrant can receive from Schwab and/or NBIN (or another broker-dealer/custodian, investment platform, unaffiliated investment manager, mutual fund sponsor, or vendor) without cost (and/or 19  at a discount) support services and/or products, certain of which assist the Registrant to better monitor and service client accounts maintained at such institutions. Included within the support services that can be obtained by the Registrant may be investment- related research, pricing information and market data, software and other technology that provide access to client account data, compliance and/or practice management- related publications, discounted or gratis consulting services, discounted and/or gratis attendance at conferences, meetings, and other educational and/or social events, marketing support, computer hardware and/or software and/or other products used by Registrant in furtherance of its investment advisory business operations. Certain of the above support services and/or products assist the Registrant in managing and administering client accounts. Others do not directly provide such assistance, but rather assist the Registrant to manage and further develop its business enterprise. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at Schwab or NBIN as a result of this arrangement. There is no corresponding commitment made by the Registrant to Schwab, NBIN or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as result of the above arrangement. The Registrant’s Chief Compliance Officer, Brian Wruk, remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding perceived conflict of interest such arrangement may create. 2. The Registrant does not receive referrals from broker-dealers. 3. The Registrant does not generally accept directed brokerage arrangements (when a client requires that account transactions be effected through a specific broker-dealer). In such client directed arrangements, the client will negotiate terms and arrangements for their account with that broker-dealer, and Registrant will not seek better execution services or prices from other broker-dealers or be able to “batch” the client’s transactions for execution through other broker-dealers with orders for other accounts managed by Registrant. As a result, client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Please Note: In the event that the client directs Registrant to effect securities transactions for the client’s accounts through a specific broker-dealer, the client correspondingly acknowledges that such direction may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that may be available through Registrant. Higher transaction costs adversely impact account performance. Please Also Note: Transactions for directed accounts will generally be executed following the execution of portfolio transactions for non-directed accounts. The Registrant’s Chief Compliance Officer, Brian Wruk, remains available to address any questions that a client or prospective client may have regarding the above arrangement. 20  B. To the extent that the Registrant provides investment management services to its clients, the transactions for each client account generally will be effected independently, unless the Registrant decides to purchase or sell the same securities for several clients at approximately the same time. The Registrant may (but is not obligated to) combine or “bunch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Registrant’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among clients in proportion to the purchase and sale orders placed for each client account on any given day. The Registrant shall not receive any additional compensation or remuneration as a result of such aggregation. Item 13 Review of Accounts A. For those clients to whom Registrant provides investment supervisory services, account reviews are conducted on an ongoing basis by the Registrant’s Principals and/or representatives. All investment supervisory clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review financial planning issues (to the extent applicable), investment objectives and account performance with the Registrant on an annual basis. B. The Registrant may conduct account reviews on an other than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. C. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. Item 14 Client Referrals and Other Compensation A. As referenced in Item 12.A.1 above, the Registrant may receive an economic benefit from Schwab or NBIN. The Registrant, without cost (and/or at a discount), may receive support services and/or products from Schwab or NBIN. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at Schwab or NBIN as a result of this arrangement. There is no corresponding commitment made by the Registrant to Schwab or NBIN or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as result of the above arrangement. The Registrant’s Chief Compliance Officer, Brian Wruk, remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding perceived conflict of interest any such arrangement may create. 21  B. The Registrant engages promoters to introduce new prospective clients to the Registrant consistent with the Investment Advisers Act of 1940, and applicable state regulatory requirements. If the prospect subsequently engages the Registrant, the promoter shall generally be compensated by the Registrant for the introduction. Because the promoter has an economic incentive to introduce the prospect to the Registrant, a conflict of interest is presented. The promoter’s introduction shall not result in the prospect’s payment of a higher investment advisory fee to the Registrant (i.e., if the prospect was to engage the Registrant independent of the promoter’s introduction). Item 15 Custody The Registrant shall have the ability to have its advisory fee for each client debited by the custodian. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker- dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. Please Note: To the extent that the Registrant provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by the Registrant with the account statements received from the account custodian. Please Also Note: The account custodian does not verify the accuracy of the Registrant’s advisory fee calculation. Item 16 Investment Discretion The client can engage the Registrant to provide investment advisory services on a discretionary basis. Prior to the Registrant assuming discretionary authority over a client’s account, the client shall be required to execute an Investment Advisory Agreement, naming the Registrant as the client’s attorney and agent in fact, granting the Registrant full authority to buy, sell, or otherwise effect investment transactions involving the assets in the client’s name found in the discretionary account. Clients who engage the Registrant on a discretionary basis may, at any time, impose restrictions, in writing, on the Registrant’s discretionary authority (i.e. limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe the Registrant’s use of margin, etc.). Item 17 Voting Client Securities A. The Registrant does not vote client proxies. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. 22  B. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation. Item 18 Financial Information A. The Registrant does not solicit fees of more than $1,200 per client, six months or more in advance. B. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. C. The Registrant has not been the subject of a bankruptcy petition. 23