VAN CLEMENS WEALTH MANAGEMENT, LLC

Van Clemens Wealth Management, LLC 900 2nd Avenue South, Suite 1500 Minneapolis, MN 55402 Telephone: 612-758-9140 February 25, 2026 FORM ADV PART 2A BROCHURE This brochure provides information about the qualifications and business practices of Van Clemens Wealth Management, LLC. If you have any questions about the contents of this brochure, contact us at 612-758-9140. 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 Van Clemens Wealth Management, LLC is available on the SEC's website at www.adviserinfo.sec.gov. Van Clemens Wealth Management, LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Summary of Material Changes This brochure contains changes made from our last update of this brochure dated September 2025. The following is a summary of those changes. • Item 4 of the brochure, “Advisory Business”, was updated to reflect engaging with Orion Portfolio Solutions and Vise AI Advisors, LLC as additional Third-Party Managers available on the platform. • Item 5 of the brochure, “Fees and Compensation”, was updated to reflect compensation structure of Orion Portfolio Solutions and Vise AI Advisors, LLC. • Item 8 of the brochure, “Methods of Analysis, Investment Strategies and Risk of Loss” was updated to include information regarding Alternative Investments and Variable Universal Life and the removal of the Dividend & Income Model. • Item 14 of the brochure, “Client Referrals and Other Compensation”, was updated to include information regarding the use of third-party promoters to refer clients. 2  Item 3 Table of Contents Item 2 Summary of Material Changes ........................................................................................... 2 Item 3 Table of Contents ............................................................................................................... 3 Item 4 Advisory Business .............................................................................................................. 4 Item 5 Fees and Compensation ..................................................................................................... 8 Item 6 Performance-Based Fees and Side-By-Side Management ............................................... 11 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ........................................... 11 Item 9 Disciplinary Information .................................................................................................... 14 Item 10 Other Financial Industry Activities and Affiliations ........................................................... 14 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..... 14 Item 12 Brokerage Practices ....................................................................................................... 15 Item 13 Review of Accounts ........................................................................................................ 16 Item 14 Client Referrals and Other Compensation ....................................................................... 16 Item 15 Custody .......................................................................................................................... 17 Item 16 Investment Discretion ..................................................................................................... 17 Item 17 Voting Client Securities ................................................................................................... 17 Item 18 Financial Information ...................................................................................................... 17 Item 19 Additional Information ..................................................................................................... 17 3  Item 4 Advisory Business Van Clemens Wealth Management, LLC (“Adviser”) is an investment adviser registered with the SEC and based in Minneapolis, MN. We have been providing investment advisory services since June 2, 2022. We are owned by Van Clemens Financial Corporation, which is also a DBA of Adviser. Investment Adviser Representatives (“Advisory Representatives”) of Adviser may work with clients under different business names for branding purposes. Portfolio Management Services Adviser and our Advisory Representatives work with clients to gain an understanding of the client’s investment objectives, risk tolerance, time horizon, income needs and any other factors that are integral to the client’s financial profile. Our investment advice is then tailored to meet our clients' needs and investment objectives. Clients may not impose restrictions on investing in certain securities or types of securities. We offer both non-discretionary and discretionary portfolio management services. If you participate in our non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. Non-discretionary programs are offered through an agreement Adviser has with RBC Capital Markets, LLC and RBC Clearing & Custody (“RBC”). Van Clemens acts as an introducing broker/dealer to RBC and these programs are considered Wrap Fee programs. The two programs offered through RBC are RBC Advisor and RBC Unified Portfolios (“RBC UP”). RBC Advisor is a client-directed program where the Advisory Representative works with the client to create an individualized investment portfolio that may invest in stocks, fixed income, mutual funds, ETFs and eligible UITs. If you participate in our discretionary portfolio management services, we require you to grant us discretionary authority to manage your account. Subject to a grant of discretionary authorization, we have the authority and responsibility to formulate investment strategies on your behalf. Discretionary authorization will allow us to determine the specific securities, and the number of securities, to be purchased or sold for your account without obtaining your approval prior to each transaction. We will also have discretion over the broker or dealer to be used for securities transactions in your account. Discretionary authority is granted by the investment advisory agreement you sign with our firm. Discretionary programs are offered through RBC, Charles Schwab (“Schwab”), SEI Private Trust Company (“SEI”), or Pontera. Through agreements with third-party insurance companies, Adviser may offer advisory variable annuities as part of the portfolio management services. Advisory variable annuities are designed to complement an investment portfolio and help manage specific risks clients can face as they prepare for and live in retirement. Advisory variable annuities allow clients to invest in the market and use the optional features available to help achieve their goals. There are costs associated with advisory variable annuities, in addition to the advisory fee you pay to our Advisory Representatives, so it is important that you discuss and understand the product features and fees with your Advisory Representative. Third-Party Asset Managed Programs As part of our portfolio management services, we may use one or more third-party managers (“TPM”) to manage all, or a portion of your account, on a discretionary or non-discretionary basis. Through our agreement with Schwab, RBC, SEI, 55ip, Orion and Vise, Adviser has access to over 500 TPMs. TPMs primarily offer equities, fixed income, and mutual fund products. After gaining an understanding of a client’s financial situation, the Advisory Representative will make a recommendation on which program to place client assets based upon compatibility with the client’s objectives and financial profile, TPM’s performance, methods of analysis, and fees. We will monitor 4  TPM’s performance to ensure its management and investment style remain aligned with your investment goals and objectives. Clients may not go directly to the TPM and must go through Adviser. Discretionary TPMs are offered through Schwab, 55ip, SEI, Orion, and Vise. Here, we will select the TPM(s), regularly monitor the performance of your accounts managed by TPM(s) and may hire and fire any TPM without your prior approval. Adviser has engaged Orion Portfolio Solutions (“Orion”) through the Schwab platform, and Vise AI Advisor, LLC (“Vise”) as additional discretionary TPMs. They provide model portfolios and investment strategies. The fees associated with utilizing Orion and Vise, like other TPMs, are in addition to the advisory fee charged by the Adviser. For additional information see Item 5 Fees and Compensation. Non-discretionary TPMs are offered through RBC UP. RBC UP is a unified managed account program through which your Account is professionally managed by using an Overlay Manager. The management of your Account may include tax overlay management services and/or personal conviction overlay screens. Tax overlay management services are available as an option for accounts utilizing model portfolios. With RBC UP, Advisory Representatives first evaluate several TPMs who offer a wide array of investment models and styles available. Advisory Representative will make a recommendation to place client assets with one or more TPM and the client can approve or reject the recommendation. Once selected and upon completion of any required documents, the TPM selects investments for the client and manages the client account on a discretionary basis, meaning the TPM makes investment decisions without prior approval from the client, and generally provides continuous management of client accounts and periodic reporting on the performance of the accounts. Advisory Representatives provide ongoing advice and act as the communication link between clients and TPM(s), and for this service, Adviser receives fees paid by the client for investment management services. Specific information about each TPM’s investment objectives, philosophy, and portfolio management expertise can be found in RBC’s Form ADV Part 2A brochure and the RBC Appendix 1 Wrap Fee Brochure. Clients should read these disclosure documents carefully to understand the investment process used by the TPMs, along with any fees or costs associated with TPM’s advisory services. For more information on programs through RBC, including any minimum investment required, please refer to the RBC’s Form ADV Part 2A and RBC’s Wrap Fee Brochure. Financial Planning Services We offer financial planning services on topics such as retirement planning, risk management, education savings, cash flow, debt management, work benefits, and estate and incapacity planning. These services can range from broad-based financial planning to consultative or single subject planning. If you retain our firm for financial planning services, we will meet with you to gather information about your financial circumstances and objectives. Once we review and analyze the information you provide to our firm, we will deliver a written plan to you, designed to help you achieve your stated financial goals and objectives. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. In general, the financial plan will address any or all of the following areas of concern. The Client and advisor 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. 5  ‐ 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. Education Savings: Includes projecting the amount that will be needed to achieve primary, secondary, or 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. 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. Financial Goals: We will help identify financial goals, develop a plan to reach them including what resources you will need to make it happen, how much time you will need to reach the goal, and how much to 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. 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 during your retirement years. 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. 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 also offer monthly planning services. Clients subscribing to this service will receive annually a written or an electronic report, providing the Client with a detailed financial plan designed to achieve his or her stated financial goals and objectives. If a follow-up meeting is required, we will meet at the Client's convenience. The plan and the Client's financial situation and goals will be monitored throughout the year and follow-up phone calls and emails will be made to the Client to confirm that any 6  agreed upon action steps have been carried out. Any needed updates will be implemented at that time. Upon the Client's express and written request, Adviser may recommend the services of other professionals for certain noninvestment implementation purposes (i.e. attorneys, accountants, tax preparer, insurance agent, etc.). No compensation is received by Adviser for these recommendations. Estate Planning Our firm offers Estate Planning services to our clients that consist of education on estate planning topics and the collection of general information necessary to complete a new estate plan or review a current estate plan. We also assist the client in gathering the required information needed to provide to outside estate planning firms so that an estate plan can be created or updated. In certain situations, our firm may cover or pay the fees charged by the outside estate planning provider for the preparation of estate planning documents as a client service benefit; however, we do not draft or prepare these documents ourselves. Any fees not covered by our firm and paid by the client for outside-referred services will be paid directly to those service providers. Clients are not required to utilize any third-party products, services, or referrals that we may recommend and can select the service provider of their choice. Retirement Plan Consulting Services Our firm specializes in providing non-fiduciary retirement plan consulting services to ERISA plan clients. Our primary goal is to assist our clients in designing, implementing, and maintaining retirement plans that meet their specific needs. Our services are tailored to cater to a wide range of clients, from small businesses to large corporations, offering services to both defined contribution and defined benefit plans. Our retirement plan consulting services include, but are not limited to, the following: Participant Education and Engagement: We believe that informed participants are crucial for the success of a retirement plan. Hence, we provide educational sessions and materials to help participants understand their retirement savings options, the importance of contributing to their retirement, and how to manage their investments. Benchmarking Services: Advisory Representatives will provide Client with comparisons of Plan data (e.g., regarding fees, services, participant enrollment and contributions) to data from the Plan's prior years and/or a benchmark group of similar plans. Fee Analysis: Advisory Representatives will assist clients in identifying the fees and other costs borne by the Plan for, as specified by client, investment management, recordkeeping, participant education, participant communication and/or other services provided with respect to the Plan. Vendor Management and Selection: We assist in the selection and management of plan vendors, ensuring that they provide quality services at competitive prices. This includes negotiating terms with vendors, monitoring their performance, and ensuring they meet service expectations. Our retirement plan consulting services are designed to be flexible, accommodating the unique needs and circumstances of each client. We pride ourselves on our commitment to providing high-quality, personalized service, aimed at helping our clients achieve successful retirement outcomes for their employees. For a more detailed description of the non-fiduciary services provided, the ERISA plan client should refer to the investment advisory agreement. IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor (“DOL”) Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: 7  • Prudent Advice: Meet a professional standard of care when making investment recommendations • Loyal Advice: Never put our financial interests ahead of yours when making recommendations • Avoid misleading statements about conflicts of interest, fees, and investments • Follow policies and procedures designed to ensure that we give advice that is in your best interest • Charge no more than is reasonable for our services • Give you basic information about conflicts of interest We benefit financially from the rollover of your assets to an account we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Assets Under Management As of December 31, 2025, we provide continuous management services for $463,894,260 in client assets on a discretionary basis, and $6,489,211 in client assets on a non-discretionary basis. Item 5 Fees and Compensation Portfolio Management Services Our annual fee for portfolio management services is up to 2% of the market value of your assets under management and negotiable depending on individual client circumstances. Fees are assessed as a flat fee or tiered fee. With flat fees, the fee remains constant on all assets until a different asset level is obtained which then changes the flat fee. With tiered fees, the fee rate applies to each level of assets which results in a blended fee. RBC wrap programs do not allow for fee bands or tiered fees, so a flat fee is the only option. Assets in all accounts with Adviser will be automatically combined as a household through our third-party billing system for any account utilizing a fee-band or a tiered fee schedule. Each new account is reviewed by the Adviser to determine if fees are reasonable based on the services provided, and to ensure similarly situated clients will not be charged disproportionately higher fees. For discretionary accounts through Pontera, RBC, Schwab and SEI, portfolio management fees are charged monthly in arrears based on average daily balance. For Pontera accounts opened prior to 09/01/25, fees are charged quarterly in arrears. For RBC wrap programs, fees are charged quarterly in advance based upon the value of assets in the account as of the last day of the preceding quarter. The Adviser has the option of using 55ip platform to implement model portfolios. We do not pay a separate platform fee for 55ip, and clients are not charged a separate 55ip platform fee by us. We may utilize models provided by BlackRock and JPMorgan Asset Management through 55ip but we do not pay separate strategist or model management fees for them. Certain other strategists available on the 55ip platform charge a separate strategist or model fee. We do not currently utilize these strategists; however, if we elect to use such strategists in the future, clients will bear any applicable fees in addition to our advisory fee and other investment-related expenses. Such fees would be disclosed prior to implementation. Advisory fees charged by TPMs are separate and apart from our advisory fees. Advisory fees that you pay to TPM are established and payable in accordance with the brochure provided by each manager to whom you are referred. Fees are not negotiable and are paid via direct deduction from the client’s account. You should review the recommended TPM’s brochure and take into consideration the TPM's fees along with our fees to determine the total amount of fees associated with this program. RBC wrap fees depend on the program and services selected, and are determined based on account 8  size, range from .10% to .45%, and are disclosed to client prior to engagement. Wrap fees and in most cases TPM fees are in addition to the advisory fee; however, the total fee will not exceed 2%. Like other TPMs clients who engage with Orion and Vise may be subject to additional fees beyond the Adviser’s fee. Fees associated with Orion include a 15-basis point wrap fee and model strategist fees. Clients who select Vise’s long-short models are assessed an asset-based management fee, which may exceed the fee for other portfolio strategies due to the enhanced trading, customization, and tax management services this approach provides. Vise long-short model fee together with our advisory fee can surpass 2% but will not exceed 3%. Additionally, for all models through Vise, their fees are embedded in our advisory fee and are not separately deducted from client’s account. Fee billing structures may vary depending on each TPM. Fees may be bundled together with our advisory fee or unbundled, in which case clients receive separate invoices for TPM fees and our advisory fee. The Adviser's recommendation to utilize Vise may give rise to a potential conflict of interest, as there exists a financial incentive: the fees paid to Vise are reduced as the assets managed by their service increase. If the portfolio management agreement is executed at any time other than the first day of a calendar month/quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the month/quarter for which you are a client. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met: • You provide our firm with written authorization permitting the fees to be paid directly from your account held by the qualified custodian; • The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts disbursed from your account including the amount of the advisory fee paid directly to our firm. You may terminate the portfolio management agreement upon written notice. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the month/quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Financial Planning Services We charge a fixed fee, in advance, for financial planning services, which generally ranges between $0 - $20,000. We also offer ongoing monthly planning services. The fee for this service can include a fixed fee and then a monthly fee between $100 and $1000 billed and payable in advance. Our fees are negotiable and determined by the complexity and scope of the plan, your financial situation and your objectives. Fees for financial planning services are due upon the execution of our financial planning agreement, and can be paid through check, bank ACH or credit card. If the Agreement is terminated before the services are complete, or the engagement lasts longer than six months, any prepaid but unearned fees will be refunded on a pro rata basis and any completed deliverables will be provided. Clients have the option to purchase investment products that Adviser recommends through other brokers or agents that are not affiliated with Adviser. 9  Retirement Plan Consulting Services Our firm offers comprehensive retirement plan consulting services, and our fees are negotiable and our fee structure is and designed to be transparent, fair, and aligned with our clients' interests. Below is an overview of our fee arrangements and compensation for these services: Asset Based Fees: Our primary fee structure is based on a percentage of the assets under management (AUM) in the retirement plan. This fee is calculated as a percentage of the total plan assets and is billed monthly or quarterly depending on the Plan Provider and outlined in the agreement between the Plan Sponsor and Plan Provider. The percentage rate is determined based on factors such as the size of the plan, complexity of the services required, and the level of assets under management. The annual fee shall be up to 2% of Plan assets under management ("AUM"). Client may pay a minimum annual fee up to $2,500. This means that if 2% of the AUM results in a fee amount less than $2,500, the Client will be required to pay the minimum fee of $2,500. Flat or Fixed Fees: In some cases, we may charge a flat or fixed fee for our consulting services. This fee structure is typically used for specific advisory projects or services, such as initial plan setup, plan redesign, or compliance reviews. The fixed fee is agreed upon in advance and is based on the scope and complexity of the services provided. The maximum fee is $10,000. Additional Costs and Expenses: In addition to our advisory fees, clients may incur additional costs related to the retirement plan. These can include investment management fees charged by mutual funds or other investment vehicles, custodial fees, and other administrative expenses. We strive to ensure that all fees and costs are fully transparent and understood by our clients. Billing and Payment: Asset-based fees are typically deducted directly from the plan's assets, while flat or fixed fees are billed directly to the client or the plan, as agreed upon. Our billing procedures, including frequency and methods of payment, are detailed in our client agreements. Termination and Refund Policy: Clients have the right to terminate our services at any time. In the event of termination, we will prorate our fees based on the time services were provided and refund any unearned portion of the fee. Compensation for the Sale of Securities or Other Investment Products Some of our Advisory Representatives are also registered representatives of Van Clemens & Co., Inc. (“VCC”), a FINRA/SIPC member broker-dealer. In this role, they may receive compensation from the purchase or sale of securities, including sales charges and service fees, which are separate from our advisory fees. This creates a conflict of interest, as representatives may have an incentive to recommend products that generate additional compensation. Clients are under no obligation to purchase securities through VCC or any affiliated representative. Compensation for the Sale of Insurance Products Our affiliate, Van Clemens Insurance Associates LLC (“VCI”), is a licensed insurance agency. Some Advisory Representatives are also licensed insurance agents with contracts or appointments at various insurance companies. When insurance products are sold, VCI and/or the representative earn commissions paid by the issuing insurance company. This also creates a conflict of interest, as compensation could influence recommendations. We address this by recommending insurance products only when in the client’s best interest and after consultation with the client. In addition, we may offer advisory annuities as part of the portfolio management services. Advisory annuity fees are paid pursuant to the method clients choose when completing the product paperwork. The advisory annuity fee is embedded in the overall advisory fee which does not exceed 2%. Item 6 Performance-Based Fees and Side-By-Side Management Van Clemens Financial does not accept performance-based fees or engage in side-by-side management. Performance-based fees are based on a share of capital gains or capital appreciation of a client's account. Side-by-side management involves managing accounts with performance-based fees alongside those without such fees. Our fees are asset-based (or as described in Item 5 – Fees and Compensation) and are not charged as a share of capital gains or appreciation in client accounts. 10  Item 7 Types of Clients Adviser services the investment management needs of individuals, trusts, estates, and institutional clients (corporations, partnerships, foundations or other business entities). Adviser does not require a minimum account size to establish an advisory relationship. In some cases, third party managers have account minimums that must be met before they accept a client’s assets and provide investment management services. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Adviser and our Advisory Representatives use a combination of methods when providing investment advice to you. Our methods will generally include, but are not limited to, the following: Modern Portfolio Theory: A theory of investment which attempts to maximize portfolio expected return for a given amount of portfolio risk or equivalently minimize risk for a given level of expected return, by carefully diversifying the proportions of various assets. Risk: Market risk is that part of a security's risk that is common to all securities of the same general class (stocks and bonds) and thus cannot be eliminated by diversification. Fundamental Analysis: We evaluate a company's financial health by examining key financial ratios, balance sheets, income statements, and cash flow statements. We also examine the track record, experience, and vision of a company's management team to evaluate their ability to execute the company’s strategies. Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Technical Analysis: involves studying past price patterns, trends and interrelationships in the financial markets to assess risk-adjusted performance and predict the direction of both the overall market and specific securities. Risk: The risk of market timing based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Third-Party Asset Managers With third-party asset management programs, Adviser analyzes several factors before recommending a TPM to its clients. The criteria will generally include, but are not limited to, the following: 1) Assets Under Management; 2) Management Team; 3) Disclosures; 4) Disciplinary History; 5) Historical Performance; 6) Investment Philosophy & Style; 7) Historical Volatility. For more information about the analysis methods and risks, please refer to the program materials or wrap fee brochure. Types of Securities Recommended Adviser and our Advisory Representatives provide advice on the following types of securities: Equities (Stocks): Stocks represent ownership in a company and can provide high returns, but they also come with a significant amount of risk. The value of a stock can fluctuate wildly based on 11  the company's performance, market sentiment, economic factors, and more. Investors can lose the entire amount of their investment if the company goes bankrupt. Mutual Funds/Exchange Traded Funds (ETFs): These investment products come with the risks inherent in the underlying securities they hold. Additionally, they come with management risk, where poor decisions by the fund manager could lead to losses, and liquidity risk, particularly for ETFs that track less liquid markets or sectors. Bonds: Bonds are considered safer than stocks, but they are not without risk. Interest rate risk (bond prices fall when interest rates rise), credit risk (the issuer may not be able to make interest payments or repay the principal), and inflation risk (the returns may not keep up with inflation) are common risks associated with bonds. Municipal Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. Fee-based Variable Annuities: Fee-based variable annuities are insurance products that allow investors to allocate assets among various underling investment subaccounts, typically mutual fund-like portfolios, while also providing insurance-related features such as tax-deferred growth and optional death or living benefit rider. Unlike traditional commission-based variable annuities, fee- based variable annuities are designed to be held within an advisory account. We charge an ongoing advisory fee based on a percentage of assets under management. The annuity’s contract value is included when calculating advisory fees. There are risks associated with fee-based variable annuities such as market risk associated with underlying investment subaccounts, liquidity constraints and potential surrender charges, if applicable, and higher overall costs compared to other investment alternatives. They provide tax- deferred growth; however, withdrawals are generally taxed as ordinary income to the extent of earnings and may be subject to penalties if taken prior to age 59 ½ . Fee-based Variable Universal Life Insurance: Variable Universal Life (VUL) is a permanent life insurance product that includes both an insurance component and an investment component. Policy cash values are invested in underlying subaccounts, which are subject to market risk, including the possible loss of principal. Unlike commission-based VUL policies, fee-based VUL policies are typically structured in that there are no upfront or ongoing sales commissions. Instead, we provide ongoing investment advisory services related to the policy’s subaccounts and charge an advisory fee based on the policy’s cash value that is allocated to the subaccounts. In addition to our advisory fee, there are internal costs and expenses that are charged by the insurance carrier, such as administrative fees, underlying subaccount management fees and surrender charges, if applicable. These fees are separate from, and in addition to, our advisory fee. Options Contracts: Options are complex securities and not suitable for all investors. Trading options can be speculative and may result in significant losses, including the total loss of your investment. An option contract gives the right to buy (call) or sell (put) a security at a set price before expiration. Options may be used for income, risk management, or speculation. While options offer flexibility and hedging benefits, they also carry substantial risks: 12  • Loss of capital: Investors may lose part or all of the investment • Leverage risk: Options can magnify both gains and losses, with losses potentially exceeding the original investment. • Time decay: The value of options can decrease as the expiration date approaches, potentially leading to losses even if the market moves in the direction you expect. • Liquidity risk: Some options may be difficult to buy or sell at favorable prices. Clients should fully understand these risks before trading options and are encouraged to consult with us to ensure such strategies align with their goals and risk tolerance. Alternative Investments: Alternative investments products such as structured products, real estate investment trusts, private placements, and hedge funds as examples, differ from traditional publicly traded securities and may involve a higher degree of risk. Many alternative investments are not publicly traded, and liquidity may be limited to specific redemption windows or the occurrence of certain events. They may provide limited periodic reporting, of which valuations are often based on estimates provided by the issuer or sponsor and may not reflect actual market value. Many private funds and real estate programs utilize leverage, which can magnify gains but also significantly increase losses. Alternatives may be concentrated in specific asset classes, or investment strategies and typically involve layered fees and expenses. Certain alternative investments may generate complex tax reporting and may be available only to clients who meet specific financial thresholds. Margin Lending: Margin lending may be available in non-qualified advisory accounts. Using margin means borrowing against your securities, which increases both potential gains and potential losses. Because losses can exceed your initial investment, you may be required to deposit additional funds if account values decline or to maintain minimum balances. Margin balances are included in calculating your asset-based fee, which means fees will be higher when margin is used. In addition, you will pay interest on the borrowed funds. As your account value increases through margin activity, both your fees and your advisor’s compensation will also increase—potentially making costs significantly higher than without margin. All investments carry risk, and risks vary by security type. In general, higher expected returns involve higher risk of loss. Investment Strategies Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial information, liquidity needs and other various suitability factors. We may recommend implementing one or more investment strategies including: asset allocation, dollar-cost averaging, long-term purchases (held at least a year), short-term purchases (held less than a year), active trading (held less than 30 days), or option writing (selling an option). In addition, Adviser offers a specific strategy to our clients that can be used as a portion of the overall assets managed by Adviser or, when appropriate, the entire funds being managed. Growth Opportunities Model Our strategy seeks above-average capital appreciation by investing primarily in smaller companies with strong growth potential. We actively monitor and adjust portfolios to capture opportunities and manage risk, with a focus on long-term growth. The strategy may hold above-average concentrations in certain positions or sectors. Investing in micro- and small-cap stocks carries higher risk than investing in larger, established companies. Concentrated holdings can amplify this risk, as downturns in specific investments or market areas may lead to greater losses. 13  Risk of Loss Investing in securities involves risk of loss, which clients must be prepared to bear. We do not guarantee that our analysis or services will predict market results, identify market highs or lows, or prevent losses from market corrections or declines. We cannot promise that your financial goals will be met. Past performance is not indicative of future results. All investment programs carry risks, including but not limited to: loss of principal, interest-rate risk, market risk, credit risk, inflation risk, currency risk, reinvestment risk, business risk, liquidity risk, and financial risk. While our investment approach considers risk management, clients remain exposed to these risks. For more detailed information on our methods of analysis, investment strategies and types of risk please contact us at the telephone number or e-mail on the cover page of this brochure. Item 9 Disciplinary Information We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. We do not have any required disclosures under this item. Item 10 Other Financial Industry Activities and Affiliations As noted in Item 5, we are affiliated through common ownership with Van Clemens & Co., Inc. (broker- dealer), Van Clemens Insurance Associates, LLC (insurance agency), and Van Clemens & Associates Inc. (tax planning and filing). Referrals to affiliated firms create a conflict of interest because we may benefit financially from recommending their services. Although we believe affiliated firms charge competitive rates, their fees may be higher than those of other providers offering similar services. Clients are under no obligation to use any affiliated firm and may choose other providers. We address these conflicts by basing referrals solely on client needs and fully disclosing our ownership and financial interests. We comply with all regulatory requirements and ethical standards through transparent disclosure and ongoing monitoring. Clients are encouraged to contact us with questions about these relationships or conflicts of interest. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We follow a Code of Ethics designed to ensure compliance with laws and regulations and to uphold high professional standards. All associates are required to adhere to this Code, report any violations, and comply with policies that prevent the misuse or disclosure of material non-public information about clients or their accounts. Clients and prospective clients may request a copy of our Code of Ethics by contacting us at the phone number listed on the cover page of this brochure. Participation or Interest in Client Transactions Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Practices Our firm or people associated with our firm may buy or sell the same securities that we recommend to 14  you or securities in which you are already invested. A conflict of interest exists in such cases because we could trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. Adviser owes the client a fiduciary duty to put the Client’s interest first which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith. Item 12 Brokerage Practices For convenience and flexibility, we generally recommend the brokerage and custodial services of RBC, Schwab and SEI. We consider the quality of services, financial stability, reputation, cost, fees, and available research and tools when selecting custodians. Our goal is to recommend custodians who provide overall favorable terms compared to other providers. Factors Considered • Capability to buy and sell securities for your account itself or to facilitate such services. • The likelihood that your trades will be executed. • Availability of investment research and tools. • Overall quality of services. • Competitiveness of price. • Reputation, financial strength, and stability. • Existing relationship with our firm and other clients. Directed Brokerage Clients may choose a custodian other than our recommended firm. However, directing brokerage may result in higher costs or less favorable execution, since we may be unable to aggregate orders or secure best pricing. Brokerage for Client Referrals We do not receive referrals from broker-dealers in exchange for cash, services or research. Economic Benefits Our custodians provide products and services that assist us in managing client accounts and growing our business. Van Clemens & Co. also maintains a clearing arrangement with RBC and receives financial incentives from RBC. These benefits create a potential conflict of interest and may influence our custodian recommendations. Aggregated Trading We may aggregate trades across client accounts to see better pricing. Allocations are made in a fair and equitable manner, with no preferential treatment for firm or employee accounts. RBC Wrap Program If a client participates in the RBC wrap program, portfolio managers (not Adviser) have discretionary authority over the account. Adviser may only act within the scope of authority granted by the client, who may also impose reasonable restrictions. Item 13 Review of Accounts Your Advisory Representative monitors your accounts on an ongoing basis and reviews them at least annually to confirm that services remain aligned with your investment needs and objectives. Additional 15  reviews may occur in response to circumstances such as: • Contributions and withdrawals • Year-end tax planning • Significant market or security-specific events • Changes in your risk/return objectives Financial plans are reviewed as needed, based on arrangements established at the start of your relationship. We periodically contact you to determine whether updates are appropriate and recommend meeting at least annually to review and adjust your plan if necessary. Advisory Representatives may also provide client reports at the Adviser’s discretion. Item 14 Client Referrals and Other Compensation Adviser does not receive any compensation from third parties for providing investment advice, nor do we pay for client referrals. Adviser and Advisory Representatives may receive compensation for referring clients to an affiliated entity of Van Clemens Financial. Clients are under no obligation to utilize the affiliated services. We may receive client testimonials or endorsements through Wealthtender, an unaffiliated independent platform used to collect, curate, and display client testimonials. We pay a flat fee for profile listings and testimonial services. Testimonials appearing on our Wealthtender profile may be used in our marketing materials, websites, and other communications. Clients are under no obligation to provide a testimonial and may do so voluntarily via Wealthtender’s submission process. We do not require clients to provide testimonials as a condition of receiving advisory services and we do not compensate clients for testimonials. Testimonials submitted are subject to moderation standards designed to ensure authenticity, accuracy, and compliance with applicable regulations. We review submitted testimonials to ensure they meet regulatory requirements and do not contain misleading or unsubstantiated claims. Adviser and our Advisory Representatives may receive reimbursement for travel or marketing expenses from product sponsors, and may qualify for firm incentives (e.g., based on revenue, new clients, or new assets). This creates a conflict of interest, as they provide incentives to recommend certain products. Adviser will receive an incentive of 4% of the wrap fees collected by RBC once total assets in RBC Wrap Programs are over $100 million, and $60,000 for each additional $100 million of new assets. For more information, please refer to your program’s RBC Wrap Fee Brochure. These incentives create a conflict of interest in that there is an incentive to recommend RBC. To mitigate, Adviser does not direct or mandate Advisory Representatives to use specific custodians, nor do we pay incentives based on custodian services. Adviser may enter into written agreements with third-party promoters (also referred to as solicitors) to refer prospect clients. Under these arrangements, promotors refer prospective advisory clients to us and, in exchange, receive compensation if the referred prospect becomes a client. Compensation is typically structured as a percentage of the advisory fees paid to us by the referred client. The promoter may receive up to 40% of the advisory fee earned by our firm, which can be paid either during an initial period or throughout the duration of the client relationship. Compensation is paid solely by the Adviser and does not result in any additional charge to the client. Clients referred to us by a promoter will not pay higher fees than similarly situated clients who were not referred. 16  Because promoters are compensated for referrals, they have a financial incentive to recommend us, which creates a conflict of interest. Prospective clients will receive a separate written disclosure statement from the promoter describing the nature of the relationship, the compensation arrangement, and any material conflicts of interest at the time of the solicitation or referral. Item 15 Custody Your independent custodian will deduct our advisory fees directly from your account(s), giving us limited custody but never physical control of your funds or securities. Assets remain with a qualified custodian (bank, broker-dealer, or similar), who will send you either monthly or quarterly statements showing fees deducted each billing period. Please review these statements carefully for accuracy. Held Away Accounts We use the Pontera platform to manage certain assets held away, such as defined contribution plan accounts, with discretion. Because we do not have direct access to client log-in credentials, our use of Pontera does not give us custody of client funds. We are not affiliated with Pontera and receive no compensation from them. In some 401(k) plans, clients may authorize us to place trades through Pontera; without such authorization, clients must place their own trades directly with the plan provider. Clients receive a secure link to connect their account(s) to Pontera. Once connected, we review current allocations and rebalance as needed based on investment goals, risk tolerance, and allocation changes. Accounts are reviewed at least annually, and clients receive an email notification each time a review is completed. Item 16 Investment Discretion We require a signed discretionary management agreement and any necessary trading authorization forms before buying or selling securities on your behalf. For accounts using the RBC wrap fee platform, Adviser does not exercise independent discretionary authority. Item 17 Voting Client Securities Adviser does not have authority to vote proxies for client accounts and do not vote on behalf of clients. Proxy materials are sent directly by the custodian, and clients may vote as they choose. Clients may contact us with questions about a specific solicitation. For accounts managed by third-party managers, proxy voting follows their disclosed practices in Form ADV Part 2A, (RBC Appendix 1) and/or Investment Management Agreement. Item 18 Financial Information Adviser has no financial condition that would impair our ability to meet contractual commitments and have not filed for bankruptcy in the past ten years. Because we do not require prepayment of more than $1,200 in fees six months or more in advance, no financial statement is included with this brochure. Item 19 Additional Information Trade Errors If a trading error occurs, our policy is to restore your account to the position it would have been in had the error not occurred. Corrective actions may include canceling a trade, reallocating, or reimbursing the account. 17  Class Action Lawsuits We do not monitor securities for class action eligibility or file claims on your behalf. Clients are responsible for determining participation in settlements or litigation. IRA Rollover Considerations We may recommend rolling assets from an employer retirement plan into an IRA we manage, for which we charge an asset-based fee. This creates a conflict of interest, as our advisors benefit from assets moved under management. You are under no obligation to proceed or to have rolled-over assets managed by us. When considering a rollover, you should compare the costs and benefits of: 1. Leaving the funds in your employer's (former employer's) plan. 2. Moving the funds to a new employer’s retirement plan. 3. Cashing out and taking a taxable distribution from the plan. 4. Rolling the funds into an IRA rollover account. Each option has advantages and disadvantages. We encourage you to consult a CPA or tax attorney before making a decision. Contact your Advisory Representative or use the contact information on the cover page of this brochure, if you have questions. 18