Waldron Private Wealth

Item 1 Cover Page Waldron Private Wealth ADV Part 2A, Firm Brochure Dated: March 31, 2026 Contact: Mary Keegan, Chief Compliance Officer 44 Abele Road, Suite 400 Bridgeville, Pennsylvania 15017 www.waldronprivatewealth.com This Brochure provides information about the qualifications and business practices of Waldron Private Wealth (CRD# 131063) (the “Registrant”). If you have any questions about the contents of this brochure, please contact us at (412) 221-1005 or mkeegan@waldronpw.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 Waldron Private Wealth is also available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Waldron Private Wealth as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  Item 2 Material Changes There have been the following material changes to this disclosure Brochure since last year’s Annual Amendment filing on March 31, 2025. 1. Items 4 and 5 were updated to include Registrants ability recommend Private Placement Life Insurance (“PPLI”) as part of certain clients’ financial and estate planning strategy and its role as sub-advisor to the specialty insurance providers, managing the customized investment options made available within the policy. 2. Items 4 and 5 were updated to include information about its broad range of family office services, which include non-investment related matters, such as bill pay, personal CFO services, business owners advisory services, risk management, trust services through unaffiliated trust companies, lifestyle services, tax and accounting services, and private aviation. 3. Items 4 and 5 were updated to include information about the Registrant’s ability to offer access to third-party estate planning software. 4. Items 4, 5, and 10 were updated to include information about educational and networking events for clients, prospective clients, and strategic partners in which certain unaffiliated professionals and firms participate as event “sponsors” and share in or pay the cost and planning of these events. Registrant’s Chief Compliance Officer, Mary Keegan, remains available to address any questions that a client or prospective client may have about any disclosures and arrangements described in this ADV Part 2A, Firm Brochure. 2  Item 3 Table of Contents Item 1 Cover Page .................................................................................................................................... 1 Item 2 Material Changes .......................................................................................................................... 2 Table of Contents .......................................................................................................................... 3 Item 3 Item 4 Advisory Business ........................................................................................................................ 4 Fees and Compensation .............................................................................................................. 12 Item 5 Item 6 Performance-Based Fees and Side-by-Side Management .......................................................... 15 Types of clients ........................................................................................................................... 15 Item 7 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 15 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 .............. 19 Item 12 Brokerage Practices .................................................................................................................... 20 Item 13 Review of Accounts .................................................................................................................... 22 Item 14 client Referrals and Other Compensation ................................................................................... 22 Item 15 Custody ....................................................................................................................................... 24 Item 16 Investment Discretion ................................................................................................................. 25 Item 17 Voting client Securities .............................................................................................................. 25 Item 18 Financial Information ................................................................................................................. 25 3  Item 4 Advisory Business A. Waldron Private Wealth, LLC (the “Registrant”) is a limited liability company, initially formed as a limited partnership in 2004 in the Commonwealth of Pennsylvania, as the result of an entity conversion. Registrant became registered as an Investment Adviser in October 2004. Registrant is principally owned by the Waldron 2008 Family Trust, with John Waldron, Registrant’s Managing Member, as Trustee. As a registered investment adviser subject to Section 206 of the Advisers Act, Registrant acts as a fiduciary related to the conduct of its advisory services. As such, Registrant has obligations imposed by the federal and state securities laws. For example, clients have certain rights that cannot be waived or limited by contract. Nothing in Registrant’s Wealth Management and Planning Agreement should be interpreted as a limitation of the firm’s obligations under federal and state securities laws or as a waiver of any unwaivable rights that each client possesses. As a fiduciary, Registrant must act in the best interest of its clients guided by the core duties of loyalty and care. In plain English, the duty of care means that Registrant must provide advice that’s in clients’ best interest, seek the best possible execution of transactions and monitor clients’ investments over the course of their relationship with Registrant. The duty of loyalty hinges on Registrant making full and fair disclosure of any conflicts of interest so that clients can make an informed decision about whether to pay Registrant to be their investment adviser. The rest of this document is designed to describe the firm’s policies and practices for adhering to the duty of care and the duty of loyalty. B. INVESTMENT MANAGEMENT SERVICES Registrant provides discretionary and/or non-discretionary investment management services to clients on a fee basis. Registrant’s annual investment management fee shall vary (up to 1.50% of the total assets placed under Registrant’s management/advisement) and shall be based upon various objective and subjective factors. See also Fee Differential discussion below. INVESTMENT CONSULTING/MONITORING Registrant provides non-discretionary portfolio review/monitoring services on a stand- alone basis relative to those client assets that are not part of the investment assets subject to Registrant’s investment management services discussed above. The terms and conditions of such an engagement may be set forth in our existing Wealth Management and Planning Agreement. These additional client investment assets are generally investment assets that are managed directly by the client or by other investment professionals engaged by the client. Registrant’s portfolio review service is limited to periodic review of information pertaining to these assets as may be provided to Registrant by the client, the other investment professional(s), and/or the account custodian, and does not include discretionary investment advisory services. Regardless of whether Registrant provides the portfolio review/monitoring services as part of the Wealth Management and Planning Agreement services or on a stand-alone basis, the client (and/or the investment professionals engaged by the client with respect to 4  such assets), and not Registrant, shall be exclusively responsible for the investment performance of these assets. WEALTH PLANNING AND CONSULTING SERVICES Registrant provides 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. Prior to engaging Registrant to provide planning or consulting services, clients are generally required to enter into a Wealth Management and Planning 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. If requested by the client, Registrant may recommend the services of other professionals for implementation purposes, including certain of Registrant’s representatives, in their individual capacities as licensed insurance agents. The client is 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 from Registrant. If the client engages any recommended unaffiliated professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. It remains the client’s responsibility to promptly notify Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Registrant’s previous recommendations and/or services. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. As indicated above, to the extent requested by a client, Registrant may provide financial planning and related consulting services. Neither Registrant nor its investment adviser representatives assist clients with the implementation of any financial plan, unless they have agreed to do so in writing. Registrant does not monitor a client’s financial plan, and it is the client’s responsibility to revisit the financial plan with Registrant, if desired. Furthermore, although Registrant may provide recommendations regarding non- investment related matters, such as estate planning, tax planning and insurance, 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, tax returns 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.), including representatives of Registrant in their separate individual capacities as licensed insurance agents. 5  The client is 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 from Registrant and/or its representatives. If the client engages any recommended unaffiliated professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. Family Dynamics, Governance, and Wealth Counseling Service. Registrant offers Family Dynamics, Governance and Wealth Counseling services to its clients on a separate fee basis generally ranging from $5,000 to $50,000 on a project basis (depending upon the level and scope of the service(s) required and the professional(s) rendering the services), on hourly rate basis of $500, or for a monthly retainer of approximately $5,000. Registrant shall provide this service in conjunction with Registrant’s engagement of an unaffiliated industry professional. The terms and conditions, including the scope of the consulting service and corresponding fee, shall be set forth in writing between Registrant and the client. Independent Managers/Sub-Advisers. Registrant may also allocate a portion of client assets by and/or among certain independent investment manager(s) (the “Independent Manager(s)”), consistent with the stated investment objectives of the client. Registrant may also engage sub-advisers to assist it with the management of the fixed income portfolios for a limited number of client accounts. Registrant shall continue to render advisory services to the client relative to the ongoing monitoring and reviewing of account performance, for which Registrant shall receive an annual advisory fee which is based upon a percentage of the market value of the assets being managed by the designated Independent Manager(s) or allocated to the sub-advisers. Factors which Registrant shall consider in allocating client assets among Independent Manager(s) and/or sub-advisers include the client’s stated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fees charged by the designated Independent Manager(s) and/or sub-adviser, together with the fees charged by the corresponding designated broker- dealer/custodian of the client’s assets, are exclusive of, and in addition to, Registrant’s investment advisory fee set forth above. Unaffiliated Private Investment Funds. Registrant may provide investment advice regarding unaffiliated private investment funds. Registrant, on a non-discretionary basis, may also recommend that certain qualified clients consider an investment in unaffiliated private investment funds. Registrant’s role relative to the private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become a private fund investor, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of Registrant calculating its investment advisory fee. Registrant’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each 6  prospective client will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment. Valuation In the event that Registrant references private investment funds owned by the client on any supplemental account reports prepared by Registrant, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor. If no subsequent valuation post-purchase is provided by the Fund Sponsor, then the valuation shall reflect the initial purchase price (and/or a value as of a previous date), or the current value(s) (either the initial purchase price and/or the most recent valuation provided by the fund sponsor). If the valuation reflects initial purchase price (and/or a value as of a previous date), the current value(s) (to the extent ascertainable) could be significantly more or less than original purchase price. The client’s advisory fee shall be based upon reflected fund value(s). Registrant’s Chief Compliance Officer, Mary Keegan, remains available to address any questions regarding this conflict of interest. Non-Discretionary Service Limitations. Clients that determine to engage Registrant on a non-discretionary investment advisory basis must be willing to accept that Registrant cannot affect any account transactions without obtaining prior consent to such transaction(s) from the client. Therefore, in the event that Registrant would like to make a transaction for a client’s account (including in the event of an individual holding or general market correction), and the client is unavailable, Registrant will be unable to affect the account transaction(s) (as it would for its discretionary clients) without first obtaining the client’s consent. Private Placement Life Insurance. Registrant may recommend that certain clients consider Private Placement Life Insurance (“PPLI”) as part of their financial and estate planning strategy. When recommending PPLI, Registrant works with specialty insurance providers to evaluate the individual client’s specific needs and, when appropriate, recommend a PPLI policy. After the PPLI policy is created, Registrant is hired by the specialty insurance providers (or their designee) to serve as the sub-advisor to manage the customized investment options made available within the policy. Use of Mutual and Exchange Traded Funds. Most mutual funds and exchange traded funds are available directly to the public. Therefore, a prospective client can obtain many of the funds that may be utilized by Registrant independent of engaging Registrant as an investment advisor. However, if a prospective client determines to do so, they will not receive Registrant’s initial and ongoing investment advisory services. In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed below, 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). Interval Funds. When consistent with a client’s investment objectives, Registrant may allocate investment assets to “interval funds.” Investment companies structured as “interval funds” are generally designed for long-term investors that do not require daily liquidity. Shares in interval funds typically do not trade on the secondary market. Instead, 7  their shares are subject to periodic redemption offers by the fund at a price based on net asset value. Accordingly, interval funds are subject to liquidity constraints. Interval funds investing in securities of companies with smaller market capitalizations, derivatives, or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Generally, the interval funds Registrant recommends offer liquidity during a one-to-two-week period, on a quarterly basis, during which a client can redeem previously purchased shares. Given the lack of secondary market, the infrequent nature of the offers to buy back shares, and liquidity gates (or re-purchase limits during the quarterly liquidity windows), you should consider the shares of interval funds to be illiquid. Registrant’s clients are under no obligation to use interval funds and may restrict Registrant’s use of interval funds accordingly. 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, fund manager tenure, style drift, account additions/withdrawals, 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. Retirement Investors. Registrant is a fiduciary under Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and under the Internal Revenue Code (“IRC”) with respect to investment management services and investment advice provided to ERISA plan clients (“Plan Sponsor”) including ERISA plan participants, IRAs and IRA owners (collectively “Retirement Investors”). The way that Registrant makes money creates a conflict of interest so Registrant must operate under a special rule that requires the firm to act in clients’ best interest and not put the firm’s interests ahead of its clients. As such, Registrant is subject to specific duties and obligations under ERISA and IRC that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice in which it has a conflict of interest, the fiduciary must either avoid or eliminate the conflict or rely upon a Prohibited Transaction Exemption (“PTE”). Registrant has chosen to rely on the PTE (2020-02) as provided by the Department of Labor. including the risks and potential rewards associated with Retirement Plan Rollovers. When Registrant recommends a rollover of Retirement Assets into an IRA or Roth IRA, the firm believes that the “value add” that can be provided with respect to those assets (described herein), justifies any increased costs related to the management of the Retirement Assets. Like any other advice provided by Registrant, a rollover recommendation is based on the individual client’s needs and circumstances, that recommendation. It should be noted; however, that a conflict of interest arises when Registrant recommends to clients that they roll over their Retirement Assets into an IRA or Roth IRA that is managed by Registrant. By recommending that a client roll over retirement plan assets to an IRA, even if there are no costs associated with the IRA rollover itself, Registrant is entitled to earn investment management fees on the IRA account. Investing in a managed IRA with any investment adviser, including Registrant, will typically be more expensive than investing through your retirement plan. Opening a new IRA as a brokerage account will also result in additional charges such as commission 8  charges and fees charged by the underlying investments (i.e., equity, fixed income, mutual fund, ETF, etc.). Custodial and trading fees also apply. See Item 5: Fees and Compensation. In contrast, leaving assets in a retirement plan or rolling the assets to a plan sponsored by a new employer will likely result in little or no compensation to Registrant. Therefore, Registrant has an incentive to encourage investors to rollover retirement plan assets into an IRA managed by Registrant. Investors considering rolling over assets from a qualified employer-sponsored retirement plan to an IRA should review and consider the advantages and disadvantages. A plan participant leaving an employer typically has four options (and may engage in a combination of these options): (1) Leave the money in the former employer’s plan, if permitted; (2) Rollover the assets to a new employer’s plan (if available and rollovers are permitted); (3) Rollover retirement plan assets to an IRA; or (4) Cash out the retirement plan assets and pay the required taxes on the distribution. At a minimum, Retirement Investors must consider the factors regarding the fees and expenses, available investment options, management and/or advisory services to be provided, availability of penalty-free withdrawals, protection from creditors and legal judgments, required minimum distributions, and the ability to place transactions in employer stock. Registrant encourages clients to discuss their options and review the above-listed considerations with an accountant, third-party administrator, investment advisor to their Employer Plan (if available), or legal counsel. If a client chooses to move forward with a rollover of Retirement Assets into an account managed by Registrant, that client must acknowledge the conflicts described above before any such rollover. Family Office Services. Registrant also provides a broad range of family office services, which include non-investment related matters, such as bill pay, personal CFO services, business owners advisory services, risk management, trust services through unaffiliated trust companies, lifestyle services, tax and accounting services, and private aviation. Registrant and its IARs do not provide specific estate or income tax advice but will introduce the client to affiliated accountants, attorneys, or consultants. Registrant will also work directly with a client’s independent outside advisor as needed. A client who initially engages Registrant for consultation services only and later wishes to engage Registrant for discretionary investment management services is required to enter into a separate written agreement with Registrant for those services, for which Registrant will be paid a separate and additional fee based on the client’s assets under management. Family Office Services are offered for a separate fee and separate agreement. Although every case is unique and different, common responsibilities when providing these services include: bill pay services, personal CFO services, business owners advisory services, risk management, trust services through unaffiliated trust companies, lifestyle services, tax and accounting services, and private aviation. As disclosed and noted in Item 15, the Firm does comply with the surprise annual audit to be conducted by an independent CPA firm which is registered with and subject to regular inspection by the Public Company Accounting Oversight Board (PCAOB). Access to Estate Planning Software. From time to time, we may offer clients access to a third‑party estate planning software platform that helps clients visualize and organize their estate planning information and, at the client’s election, generate certain estate planning document templates. In providing this service, our role is limited to facilitating access to the platform, assisting clients in understanding general financial and estate planning concepts illustrated by the software, and, when requested, coordinating with the 9  client’s separately‑engaged attorney, accountant, or other professional advisers. We do not provide legal or tax preparation services, do not interpret laws, and do not draft, prepare, or customize legal documents, and clients must rely on their own legal and tax professionals for advice and document review. Sponsorships. Registrant periodically hosts educational and networking events for clients, prospective clients, and strategic partners (including dinners, sports-themed gatherings, and whiskey or wine tastings). Certain unaffiliated professionals and firms (collectively, “Sponsors”) may participate in these events and work with us on developing content, coordinating logistics, and curating invitations. These sponsorship arrangements are described in greater detail in Items 5 and 10 of this Brochure. Account Data Aggregation / Reporting Services. Registrant, in conjunction with the services provided by ByAllAccounts, Inc., eMoney, and Black Diamond may also provide periodic comprehensive reporting services which can incorporate all of the client’s investment assets, including those investment assets that are not part of the assets managed by Registrant (the “Excluded Assets”). The client and/or their other advisors that maintain trading authority, and not Registrant, shall be exclusively responsible for the investment performance of the Excluded Assets. Unless otherwise specifically agreed to, in writing, Registrant’s service relative to the Excluded Assets is limited to reporting only. The sole exception to the above shall be if Registrant is specifically engaged to monitor and/or allocate the assets within the client’s 401(k) account maintained away at the custodian directed by the client’s employer. As such, except with respect to the client’s 401(k) account (if applicable), Registrant does not maintain any trading authority for the Excluded Assets. Rather, the client and/or the client’s designated other investment professional(s) maintain supervision, monitoring and trading authority for the Excluded Assets. If Registrant were asked to make a recommendation as to any Excluded Assets, the client is under no obligation to accept the recommendation, and Registrant shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. In the event the client desires that Registrant provide investment management services for the Excluded Assets, the client may engage Registrant to do so pursuant to the terms and conditions of the Wealth Management and Planning Agreement between Registrant and the client. Socially Responsible Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG” considerations into the investment due diligence process. 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 limited 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. 10  Cryptocurrency. For clients who want exposure to cryptocurrencies, including Bitcoin, Registrant, will advise the client to consider a potential investment in corresponding exchange traded securities, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Crypto is a digital currency that can be used to buy goods and services but uses an online ledger with strong cryptography (i.e., a method of protecting information and communications through the use of codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated, and their price is determined by the supply and demand of their market. Because cryptocurrency is currently considered to be a speculative investment, Registrant will not exercise discretionary authority to purchase a cryptocurrency investment for client accounts. Rather, a client must expressly authorize the purchase of the cryptocurrency investment. Registrant does not recommend or advocate the purchase of, or investment in, cryptocurrencies. Registrant considers such an investment to be speculative. clients who authorize the purchase of a cryptocurrency investment must be prepared for the potential for liquidity constraints, extreme price volatility and complete loss of principal. (there being no guarantee that Cash Positions. Registrant treats cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall 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 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. 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 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 Registrant’s written disclosure statement and client Relationship Summary, as set forth on Part 2 of Form ADV and Form CRS respectively, shall be provided to each client prior to, or contemporaneously with, the execution of the Wealth Management and Planning Agreement. C. Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, 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 Registrant’s services. D. Registrant does not offer a wrap fee program for its investment advisory services. 11  E. As of December 31, 2025, Registrant had $5,260,654,795 in assets under management on a discretionary basis, and $237,023,473 on a non-discretionary basis for a total of $5,497,678,268. Item 5 Fees and Compensation A. INVESTMENT MANAGEMENT SERVICES Registrant’s annual investment management fee shall vary (up to 1.50% of the total assets placed under Registrant’s management/advisement) and shall be based upon various objective and subjective factors, including, but not limited to, the amount of the assets placed under Registrant’s direct management, the amount of the assets placed under Registrant’s advisement (assets that are generally managed directly by the client or by other investment professionals engaged by the client, for which Registrant provides review/monitoring services, but does not have trading authority – See Investment Consulting/Monitoring discussion below), the complexity of the engagement, and the level and scope of the overall investment advisory services to be rendered. Fee Differentials. As a result, similarly situated clients could pay diverse fees, and the services to be provided by Registrant to any particular client could be available from other advisers at lower fees. INVESTMENT CONSULTING/MONITORING Registrant provides non-discretionary portfolio review/monitoring services on a stand- alone basis relative to those client assets that are not part of the investment assets subject to Registrant’s investment management services discussed above. Registrant shall price these services based upon various objective and subjective factors. As a result, Registrant’s clients could pay diverse fees based upon the market value of their assets, the complexity of the engagement, and the level and scope of the overall investment advisory and/or consulting services to be rendered. Furthermore, the services to be provided by Registrant to any particular client could be available from other advisers at lower fees. WEALTH PLANNING AND CONSULTING SERVICES Registrant provides 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. Registrant’s planning and consulting fees are negotiable, but generally range from $2,000 to $250,000 on a fixed fee basis, and from $75.00 to $500.00 on an hourly rate basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Registrant has arrangements with certain third-party insurance brokers (the “Brokers”) under which the Brokers assist our clients with regulated insurance sales activity. Waldron receives compensation in the form of referral fees or commission sharing arrangements from certain third-party insurance brokers, including NFP Insurance Solutions and Henderson Brothers, Inc., from serving our clients. Further information on this service is available in Item 10 of this Brochure. 12  FAMILY OFFICE SERVICES The Registrant generally provides family office services on an hourly basis. The applicable fee is negotiated according to the nature and complexity of the services to be delivered, as well as the overall relationship between the client and the Registrant. Specific terms and rates will be set forth in the Family Office Services Agreement executed by the client. Because these services are billed on an hourly basis, fees are typically payable in arrears and will be calculated by the Adviser (or its delegate) and invoiced directly to the client. ESTATE PLANNING SOFTWARE For access to the estate planning software platform and our related services described above, we charge a flat fee, which is separate from and in addition to any asset‑based or other advisory fees you pay to us. We invoice this flat fee, payment is due upon receipt, and access to the platform is generally provided after payment has been received. The fee covers our time in facilitating access to the platform and helping you understand, at a high level, the financial and estate planning concepts illustrated by the software; it is not a fee for legal or tax services or for the drafting, preparation, or customization of legal documents. The fee is typically considered earned once access to the platform has been provided, and refunds are available only in limited circumstances as permitted or required by applicable law. MISCELLANEOUS Cash, margin, pledged asset loan, and money market balances will be included in the investment advisory fee. clients should note that including margin and/or pledged asset loan balances within the asset allocation will increase the total assets under management used to calculate advisory fees, which will increase the amount of fees collected by our firm. This practice creates a conflict of interest because our firm has an incentive to use margin or pledged asset loans in order to increase the amount of billable assets. For certain sub-advised accounts that utilize options strategies, margin balances may not be billed at the Registrant’s discretion. Unmanaged Assets or Excluded Accounts (refer to language below in Item 5) are not included in the assets under management for billing purposes. At Registrant’s discretion, Registrant may aggregate asset amounts in accounts from a client’s same household together to determine the investment advisory fee for all client’s accounts. Registrant may do this, for example, where we also service accounts on behalf of minor children, individual and joint accounts for a spouse, other types of related accounts, and/or accounts referenced for this purpose in a client’s Wealth Management and Planning Agreement. This consolidation practice is designed to allow the client the benefit of an increased asset total, which could potentially cause account(s) to be assessed a lower investment advisory fee based on the asset levels under management with Registrant. Unmanaged Assets or Excluded Accounts. From time to time, a client may decide to hold certain securities or other property for which Registrant does not provide investment advisory services (“Unmanaged Assets”) in the account(s) held at the Custodian or outside the Custodian. Unmanaged Assets or Excluded Accounts may appear in client reports for convenience or reporting purposes only. clients should note that while these 13  accounts are not subject to the Adviser’s standard investment advisory fee, they may be subject to a different percentage-based fee or a “reporting only” fee designed to cover the administrative cost of reporting and maintaining the accounts. It remains the client’s sole responsibility to verify the accuracy of the Unmanaged or Excluded status of any and all investments and to promptly notify the Adviser in writing of any corrections or adjustments that need to be made. The Adviser will have no duty, responsibility, or liability whatsoever with respect to these assets and will not provide ongoing supervision, monitoring, or management. If an account solely contains Unmanaged Assets, the Custodian may charge its own account maintenance fee as disclosed in the Custodian’s account documentation executed by the client. In all cases, it is the client’s sole responsibility to monitor, manage, and transact all Unmanaged Assets or Excluded Accounts. Sponsorships. The fees described above are separate from any amounts paid by Sponsors in connection with our events. From time to time, Sponsors may share in or pay the costs of our client and professional events (including, for example, venue, catering, and related expenses), or otherwise provide financial or in‑kind support for such events. These sponsorship payments provide a financial benefit to Waldron (and/or its affiliates) and create a conflict of interest because Waldron may have an incentive to invite, feature, or recommend Sponsors over other service providers who do not provide such benefits. Clients do not pay any additional advisory fee because of these sponsorship arrangements, and clients are under no obligation to engage or transact with any Sponsor. Invoices for certain sponsorship arrangements may be issued by a third party with which Registrant partners for event-related services. B. Where Registrant serves as sub-adviser to a PPLI policy, advisory fees are charged quarterly in arrears based on the value of the policy’s investment account as of the last business day of the quarter; such fees are typically deducted from the policy account or as otherwise agreed with the policy owner. In addition, hourly charges associated with Family Office Services are also billed in arrears. In other cases, Registrant’s advisory and wealth planning and consulting fees shall be deducted from the client’s custodial account. Both Registrant’s Wealth Management and Planning Agreement and the custodial/clearing agreement may authorize the custodian to debit the account for the amount of Registrant’s investment advisory fee and to directly remit that management fee to Registrant in compliance with regulatory procedures. In the limited event that Registrant bills the client directly, payment is due upon receipt of Registrant’s invoice. Registrant shall deduct fees and/or bill clients quarterly in advance, 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, Registrant shall generally recommend that Fidelity Investments, LLC (“Fidelity”), Charles Schwab Advisory Services (“Schwab”) and/or National Advisors Holdings, Inc. (“NATC”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Fidelity and Schwab charge brokerage commissions and/or transaction fees for effecting certain securities transactions. 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). 14  D. Registrant’s annual investment advisory fee shall be prorated and paid quarterly, in advance, based upon the value of the assets on the last business day of the previous quarter. The initial fee will be based upon the date the account is accepted for management by execution of the Wealth Management and Planning Agreement by Adviser or when the assets are transferred through the last day of the three-month billing period. Only the initial billing is in arrears. Thereafter, the fee will be based on the last day of the prior three-month billing period. Registrant relies on a third-party service to calculate its advisory fees. This service incorporates the value of any accrued interest due to the account at the time of account valuation. The Wealth Management and Planning Agreement between Registrant and the client will continue in effect until terminated by either party by written notice in accordance with the terms of the Wealth Management and Planning Agreement. Upon termination, Registrant shall refund the pro-rated portion of the advanced advisory fee paid based upon the number of days remaining in the billing quarter. E. Neither Registrant nor its representatives accept compensation from the sale of securities or other investment products. Item 6 Performance-Based Fees and Side-by-Side Management Neither Registrant nor any supervised person of Registrant accepts performance-based fees. Item 7 Types of Clients Registrant’s clients shall generally include individuals, business entities, pension and profit-sharing plans, trusts, estates and charitable organizations. Registrant does not generally require an annual minimum fee. Registrant may reduce its investment management 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, negotiations with client, etc.). Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. Registrant may utilize the following methods of security analysis: • Fundamental - (analysis performed on historical and present data, with the goal of making financial forecasts) 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) Registrant’s investment strategies are primarily driven by two components: allocation and behavior. In this context, Registrant’s goal is to construct investment allocations that will 15  achieve client investment objectives after careful consideration of: time horizon, tax status, cash flow, risk aversion, and related concerns. Registrant works with its clients to set strategic asset allocation policies of the six main asset classes: domestic equity, international equity, alternatives, real assets, fixed income, and cash. After establishing strategic allocations, Registrant creates the sub-asset allocations. Registrant then seeks to select the most appropriate external, independent investment managers to manage each component of its clients’ allocations. Registrant monitors its clients’ accounts regularly and rebalances the accounts when it deems appropriate. 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 Registrant) will be profitable or equal any specific performance level(s). Investors generally face the following types of investment risks: • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • Market Risk: The price of a security, bond, 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. • 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. • 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. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. B. 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 Registrant must have access to current/new market information. Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to Registrant, certain analyses may be compiled with outdated 16  market information, severely limiting the value of 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. Registrant’s primary investment strategies, Long-Term Purchases and/or 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. Without limiting the above, when consistent with client investment objectives as a replacement for high yield bonds and to gain additional portfolio diversification, Registrant may also allocate a portion of client investment assets to mutual funds comprised mainly of catastrophe bonds. These mutual funds invest the majority of their assets to event-linked securities tied to natural events (i.e. hurricanes, tornadoes, earthquakes). In the event one or more catastrophes related to these mutual funds transpire, the funds could incur substantial losses resulting in adverse account performance, thereby creating potentially significant and unusual risks to clients. Further, as indicated in Item 4 above, Registrant may provide investment advice regarding unaffiliated private investment funds. Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Borrowing Against Assets/Risks. A client who has a need to borrow funds, could determine to do so by using: • Margin-The account custodian lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and, • Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral. The above-collateralized loans are generally utilized because they provide favorable interest rates. These types of loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e. custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Registrant does not recommend such borrowing unless it is for specific short-term purposes (i.e. a bridge loan to purchase a new residence). Registrant does not recommend such borrowing for investment purposes (i.e. to invest borrowed funds in the market). Regardless, if the client were to determine to utilize margin or a pledged assets loan, the following potential economic benefits could incur to Registrant: 17  • by taking the loan rather than liquidating assets in the client’s account, Registrant • • continues to earn a fee on such Account assets; and, if the client invests any portion of the loan proceeds in an account to be managed by Registrant, Registrant will receive an advisory fee on the invested amount; and, if Registrant’s advisory fee is based upon the higher margined account value, Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a disincentive to encourage the client to discontinue the use of margin. The client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loans. C. Currently, Registrant primarily allocates client investment assets among various mutual funds, exchange-traded funds, and Independent Manager(s) on a discretionary basis in accordance with the client’s designated investment objective(s). Registrant may also recommend allocations to alternative investments on a non‑discretionary basis, subject to each client’s review and approval. Item 9 Disciplinary Information Registrant has not been the subject of any disciplinary actions. Item 10 Other Financial Industry Activities and Affiliations A. Neither 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 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. Licensed Insurance Agents. Certain of Registrant’s representatives, in their individual capacities, are licensed insurance agents, and may recommend the purchase of certain insurance-related products on a commission basis. Clients can engage these individuals to effect insurance transactions on a commission basis. Referral Arrangements with Insurance Agencies. Registrant also has referral arrangements with certain unaffiliated, licensed insurance agencies pursuant to which Registrant receives a percentage of the commissions earned in connection with the sale of insurance products to clients of Registrant. These referral arrangements create an incentive for Registrant to recommend or refer clients to those insurance agencies based on the compensation Registrant receives, rather than on a particular client’s need for the insurance products. Registrant does not receive referral or commission payments with respect to PPLI policies for which Registrant serves solely as an investment adviser or sub‑adviser, and any advisory fees related to such policies are paid as described in this Brochure. 18  Conflict of Interest: The recommendation by Registrant’s representatives that a client purchase an insurance commission product, or a referral by Registrant to an insurance agency with which it has a referral arrangement, presents a conflict of interest, as the receipt of commissions or a share of commissions provides an incentive to recommend insurance products based on commissions received, rather than on a particular client’s need. No client is under any obligation to purchase any insurance commission products from Registrant’s representatives or to use any insurance agency with which Registrant has a referral arrangement. Clients are reminded that they may purchase insurance products recommended by Registrant through other, non-affiliated licensed insurance agents or agencies. Registrant’s Chief Compliance Officer, Mary Keegan, remains available to address any questions that a client or prospective client may have regarding the above conflicts of interest. Sponsorships. Registrant periodically hosts educational and networking events for clients and strategic partners. Certain unaffiliated professionals and firms participate as event “sponsors” and share in or pay the cost of these events. These sponsorships provide a financial benefit to Registrant and therefore create a conflict of interest because Registrant may have an incentive to invite, feature, or recommend Sponsors over other providers who do not provide such benefits. If Registrant later recommends a Sponsor’s services to a client, clients should understand that sponsorship status may create this conflict and that similar services may be available from providers that do not sponsor events. Clients are under no obligation to engage any Sponsor and should independently evaluate whether any Sponsor’s services are appropriate for their individual needs. Registrant has a business relationship with EFOGI in connection with the administration and billing of certain sponsorship arrangements, which may result in additional indirect benefits to Registrant. D. Registrant does not recommend or select other investment advisors for its clients from which Registrant receives compensation. Item 11 Code of Ethics, Participation or Interest in client Transactions and Personal Trading A. 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 Section 204A of the Investment Advisers Act of 1940, Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by Registrant or any person associated with Registrant. B. Neither Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which Registrant or any related person of Registrant has a material financial interest. C. Registrant and/or representatives of Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where Registrant and/or representatives of Registrant are in a position to materially benefit from the sale or 19  purchase of those securities. Therefore, this situation creates a 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 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 Registrant’s clients) and other potentially abusive practices. Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of Registrant’s “Access Persons”. Registrant’s securities transaction policy requires that an Access Person of 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 Registrant selects; provided, however that at any time that Registrant has only one Access Person, he or she shall not be required to submit any securities report described above. D. Registrant and/or representatives of Registrant buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where Registrant and/or representatives of Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a conflict of interest. As indicated above in Item 11.C, 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 Registrant recommend a broker-dealer/custodian for execution and/or custodial services (exclusive of those clients that may direct Registrant to use a specific broker-dealer/custodian), Registrant generally recommends that investment management accounts be maintained at Fidelity, Schwab, and/or NATC. Prior to engaging Registrant to provide investment management services, the client will be required to enter into a formal Wealth Management and Planning 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. transaction where Registrant determines, in good faith, that Factors that Registrant considers in recommending Fidelity, Schwab, and/or NATC (or any other broker-dealer/custodian to clients) include historical relationship with 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 Registrant’s duty to seek best execution, a client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same 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 20  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. 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. Non-Soft Dollar Research and Additional Benefits Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker-dealer/custodian, Registrant may receive from Fidelity, Schwab, and/or NATC (or another broker-dealer/custodian, investment platform, unaffiliated investment manager, mutual fund sponsor, or vendor) without cost (and/or at a discount) support services (trading, custody, reporting, and related services), and/or products, certain of which assist Registrant to better monitor and service client accounts maintained at such institutions, many of which are not typically available to retail customers. However, certain retail investors may be able to get institutional brokerage services from broker- dealer/custodians without going through Registrant. Fidelity, Schwab, and/or NATC also make available various support services. Some of those services help Registrant manage or administer clients’ accounts, while others help Registrant manage and grow its business. Included within the support services that may be obtained by 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. There is no corresponding commitment made by Registrant to Fidelity, Schwab, and/or NATC 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 a result of the above arrangement. Registrant’s Chief Compliance Officer, Mary Keegan, remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding conflict of interest presented. 2. 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. 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 21  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. Transactions for directed accounts will generally be executed following the execution of portfolio transactions for non-directed accounts. B. To the extent that Registrant provides investment management services to its clients, the transactions for each client account generally will be effected independently, unless Registrant decides to purchase or sell the same securities for several clients at approximately the same time. Registrant may (but is not obligated to) combine or “bunch” such orders to seek best execution, to negotiate more favorable commission rates, or to allocate equitably among Registrant’s client’s 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. 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 a quarterly basis by Registrant’s Principal and/or representatives. All investment supervisory clients are advised that it remains their responsibility to advise 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 Registrant on an annual basis. B. 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. 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, Registrant receives economic benefits from Fidelity, Schwab, and/or NATC including support services and/or products without cost (and/or at a discount).Registrant benefits from the products and services provided because the cost of these services would otherwise be borne directly by Registrant, and this creates a conflict. You should consider these conflicts of interest when selecting a custodian. These products and services, how they benefit Registrant, and the related conflicts of interest are described above (see Item 12—Brokerage Practices). There is no corresponding commitment made by Registrant to Fidelity, Schwab, and/or NATC or any 22  other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. Additional Benefits Registrant has received from NFP Insurance Solutions (“NFP”), certain additional economic benefits (“Additional Benefits”) that may or may not be offered to Registrant again in the future. Specifically, the Additional Benefits include monetary assistance toward software training, research and marketing related expenses. Registrant has no expectation that these Additional Benefits will be offered again; however, Registrant reserves the right to negotiate for these Additional Benefits in the future. NFP provides the Additional Benefits to Registrant in its sole discretion and at its own expense, and neither Registrant nor its clients pay any fees to NFP for the Additional Benefits. Registrant is under no obligation to engage or recommend the services of NFP. Registrant also receives Additional Benefits in the form of referral fees for insurance policies sold by NFP to clients referred by Registrant. To order to accept this referral fee, which is a percentage of the commissions received by NFP, Waldron Private Wealth registered as a resident producer with the Commonwealth of Pennsylvania Insurance Department, as of February 15, 2023. Waldron Private Wealth’s lines of authority include accident and health, casualty and allied lines, life and fixed annuities, property, and allied lines. Registrant is under no obligation to engage or recommend the services of NFP. In addition, Registrant also received a one-time commission share payment from Henderson Brothers, Inc. for referring a client. Subsequent to the one-time payment, Registrant entered into an agreement with Henderson Brothers, Inc. to receive Additional Benefits in the form of referral fees for insurance policies sold by Henderson Brothers, Inc. to clients referred by Registrant. Registrant is under no obligation to engage or recommend the services of Henderson Brothers, Inc. Registrant’s Chief Compliance Officer, Mary Keegan, remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding conflict of interest presented. B. If a client is introduced to Registrant by either an unaffiliated or an affiliated promoter, Registrant may pay that promoter a referral fee in accordance with the requirements of Rule 206(4)-1 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. Any such referral fee shall be paid solely from Registrant’s investment management fee and shall not result in any additional charge to the client. In addition to the aforementioned compensation arrangements, Registrant does receive an economic benefit from individual(s), that are our client(s), for providing testimonials however, we do not directly or indirectly compensate these clients. These client testimonials help us to obtain new clients. Registrant’s Chief Compliance Officer, Mary Keegan, remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding conflict of interest presented. 23  Registrant may also receive additional services which may include products and services. Without this arrangement, Registrant might be compelled to purchase the same or similar services at its own expense. the transaction represents the best qualitative execution, taking As a result of receiving such services for no additional cost, Registrant may have an incentive to continue to use or expand the use of Fidelity’s services. Registrant examined this potential conflict of interest when it chose to enter into the Agreement with Fidelity and has determined that the relationship is in the best interests of Registrant’s clients and satisfies its client obligations, including its duty to seek best execution. A client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where Registrant determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether into consideration the full range of a broker-dealers services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Registrant will seek competitive rates, to the benefit of all clients, it may not necessarily obtain the lowest possible commission rates for specific client transactions. Although the investment research products and services that may be obtained by Registrant will generally be used to service all of Registrant’s clients, a brokerage commission paid by a specific client may be used to pay for research that is not used in managing that specific client’s account. Registrant and Fidelity are not affiliates, and no broker-dealer affiliated with Registrant is involved in the relationship between Registrant and Fidelity. Registrant’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding custody-related issues. Item 15 Custody 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. Registrant may also provide a written periodic report summarizing account activity and performance. To the extent that Registrant provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by Registrant with the account statements received from the account custodian. The account custodian does not verify the accuracy of Registrant’s advisory fee calculation. Registrant also engages in other practices and/or services on behalf of its clients that require disclosure at ADV Part 1, Item 9. Some of such practices and/or services are subject to an annual surprise CPA examination in accordance with the requirements of Rule 206(4)-2 under the Investment Advisers Act of 1940. Registrant’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding custody-related issues. 24  Item 16 Investment Discretion The client can determine whether to engage Registrant to provide investment advisory services on a discretionary basis. Prior to Registrant assuming discretionary authority over a client’s account, the client shall be required to execute a Wealth Management and Planning Agreement, naming Registrant as the client’s attorney and agent in fact, granting Registrant full authority to buy, sell, or otherwise effect investment transactions involving the assets in the client’s name found in the discretionary account. limit clients who engage Registrant on a discretionary basis may, at any time, impose restrictions, the in writing, on Registrant’s discretionary authority. (i.e. 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 Registrant’s use of margin, etc.). Item 17 Voting Client Securities A. Except for assets managed by independent investment managers (for which the independent investment managers shall generally retain proxy voting responsibility), clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially 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. Registrant and/or the client shall correspondingly instruct each custodian of the assets to forward to the client copies of all proxies and shareholder communications relating to the client’s investment assets. B. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact Registrant to discuss any questions they may have with a particular solicitation. Item 18 Financial Information A. Registrant does not solicit fees of more than $1,200, per client, six months or more in advance. B. 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. Registrant has not been the subject of a bankruptcy petition. Registrant’s Chief Compliance Officer, Mary Keegan, remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 25