WINTHROP PARTNERS - WNY, LLC

ITEM 1. COVER PAGE Winthrop Partners - WNY, LLC, and its affiliated advisors (collectively, the “Firm” and “Advisor”) FORM ADV PART 2A: FIRM BROCHURE WINTHROP PARTNERS – WNY, LLC 295 Main Street | Suite 840 | Buffalo, NY 14203 and its affiliated firms: WINTHROP PARTNERS – EPA, LLC 111-113 E. Court Street | Doylestown, PA 18901 and WINTHROP PARTNERS – EPA, LLC Edgewood Station | 101 E Swissdale Avenue | Pittsburgh, PA 15218 March 31, 2026 This brochure provides information about the qualifications and business practices of Winthrop Partners – WNY, LLC and its affiliated advisors (collectively, “Winthrop”, the “Advisor”, or “Firm”). If you have any questions about the contents of this brochure, please contact us at (716) 322-7478, or via email at kmchristopher@beaconcompliance.com.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Winthrop is a registered investment advisor. Registration of an investment advisor does not imply any level of skill or training. The oral and written communications of an advisor provides you with information to assist you when determining to hire or retain an advisor. information about Winthrop is also available on Additional the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our Firm’s CRD numbers are 282100 (WNY), 282098 (EPA), and 282102 (WPA). 1 | Page  ITEM 2. MATERIAL CHANGES Initially, we will provide you with this brochure, which highlights information about our qualifications, business practices, and potential conflicts of interest. Thereafter, on an annual basis, if there have been any material changes to the information in the brochure during the previous year, we will provide you with one of the following:  An updated annual brochure along with a summary of material changes which will be provided within 120 days of the close of our business fiscal year. Our business fiscal year-end is December 31st.  A summary of material changes within 120 days of the close of our business fiscal year-end that includes an offer to provide a copy of the full annual updated brochure and information on how you may obtain the brochure from us. Throughout any calendar year, we will also provide you with an updated interim amendment to our brochure under the following circumstances:  We report any new information in response to Item 9 of Part 2A regarding disciplinary information about the firm or any of its management personnel.  Any material change that could affect the relationship between you and us. We will provide, free of charge, a new brochure any time at your request, or as may become necessary based on material changes as outlined above. You may request our brochure by contacting our office at (716) 322-7478. You may also receive this and any other disclosure documents via electronic delivery, where allowed, by signing and returning to us an authorization to deliver disclosure and other documents electronically. Additional information about Winthrop Partners – WNY, LLC, Winthrop Partners – EPA, LLC, and Winthrop Partners – WPA, LLC is also available via the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with our firm who are registered, or are required to be registered, as investment advisor representatives of Winthrop. MATERIAL CHANGES: 1) Item #5 – Added enhanced disclosure language regarding fees and expenses associated with investments in third-party mutual funds and exchanged-traded funds. 2) Item #11 – Updated and enhanced the disclosure language regarding the Firm’s Code of Ethics to more closely align with the Firm’s internal policies and practices. 2 | Page  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE ................................................................................................................................. 1 ITEM 2. MATERIAL CHANGES .................................................................................................................... 2 ITEM 3. TABLE OF CONTENTS .................................................................................................................... 3 ITEM 4. ADVISORY BUSINESS ..................................................................................................................... 5 FINANCIAL PLANNING AND CONSULTING SERVICES ............................................................................ 5 INVESTMENT MANAGEMENT SERVICES ........................................... ERROR! BOOKMARK NOT DEFINED. SUBSCRIPTION SERVICES ....................................................................................................................... 6 AMOUNT OF MANAGED ASSETS ............................................................................................................. 6 ITEM 5. FEES AND COMPENSATION ........................................................................................................... 7 INVESTMENT MANAGEMENT FEE .......................................................................................................... 7 FINANCIAL PLANNING / SUBSCRIPTION SERVICES FEE ........................................................................ 7 FEES CHARGED BY FINANCIAL INSTITUTIONS ...................................................................................... 7 FEES FOR MANAGEMENT FOR PARTIAL MONTHS OF SERVICE ............................................................ 8 OTHER FEES ........................................................................................................................................... 8 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ............................................. 10 ITEM 7. TYPES OF CLIENTS ...................................................................................................................... 11 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS ................................ 12 METHODS OF ANALYSIS ....................................................................................................................... 12 INVESTMENT STRATEGIES ................................................................................................................... 13 RISK OF LOSS ........................................................................................................................................ 15 ITEM 9. DISCIPLINARY INFORMATION ..................................................................................................... 17 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .............................................. 18 AFFILIATED ADVISORS ......................................................................................................................... 18 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING ...... 19 CODE OF ETHICS .................................................................................................................................. 19 INTEREST IN CLIENT TRANSACTIONS .................................................................................................. 19 PERSONAL TRADING ............................................................................................................................ 20 ITEM 12. BROKERAGE PRACTICES .......................................................................................................... 22 SOFTWARE AND SUPPORT PROVIDED BY FINANCIAL INSTITUTIONS .................................................. 23 ITEM 13. REVIEW OF ACCOUNTS ............................................................................................................. 25 3 | Page  ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION .................................................................. 26 PROMOTERS .......................................................................................................................................... 26 ITEM 15. CUSTODY ................................................................................................................................... 27 ITEM 16. INVESTMENT DISCRETION ........................................................................................................ 28 ITEM 17. VOTING CLIENT SECURITIES .................................................................................................... 29 ITEM 18. FINANCIAL INFORMATION ........................................................................................................ 30 4 | Page  ITEM 4. ADVISORY BUSINESS Winthrop Partners – WNY, LLC, and its related advisors, Winthrop Partners – EPA, LLC and Winthrop Partners – WPA, LLC, are SEC-registered investment advisors with their principal place of business located in New York. As used in this brochure, the words “we,” “our,” “us,” the “firms,” and “Winthrop” refers to the three advisors collectively. The words “you,” “your,” and “client” refer to you as either a client or prospective client of Winthrop. Winthrop provides investment advisory services to clients, including financial planning and asset management. Winthrop’s principals are Thomas J. Saunders, R. Brian Werner, and Ryan J. Carney. Winthrop serves its clients by providing a holistic approach to their financial well-being. The firm’s approach includes a discovery process to determine the client’s needs and desires based his/her financial assets. The firm works with clients to develop a financial plan and establish goals, which may include interfacing with clients’ estate, insurance, and tax professionals. Once a financial plan has been established, Winthrop oversees the management of those assets, maintaining communication with clients throughout the process. Prior to engaging Winthrop to provide any of the foregoing investment advisory services, the client is required to enter into one or more written agreements with Winthrop setting forth the terms and conditions under which Winthrop renders its services (collectively, the “Agreement”). This Disclosure Brochure describes the business of Winthrop. Certain sections will also describe the activities of Supervised Persons. Supervised Persons are any of Winthrop’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), or employees, or any other person who provides investment advice on Winthrop’s behalf and is subject to Winthrop’s supervision or control. INVESTMENT MANAGEMENT SERVICES Clients can engage Winthrop to manage all or a portion of their assets on a discretionary or non- discretionary basis. The firm primarily allocates clients’ investment management assets among individual debt and equity securities, exchange-traded funds, and mutual funds (as further described in Item 8 below). Winthrop may provide advice about any type of investment held in clients' existing portfolios. Winthrop also may render non-discretionary investment management services to clients relative to variable life/annuity products that they may own, on their individual employer-sponsored retirement plans, 529 plans or other products that may not be held by the client’s primary custodian. In so doing, Winthrop recommends the allocation of client assets among the various investment options that are available with the product. Client assets are maintained at the specific insurance company or custodian designated by the product. Winthrop tailors its advisory services to the individual needs of clients. Winthrop consults with clients initially and on an ongoing basis to determine risk tolerance, time horizon and other factors that may impact the clients’ investment needs. Winthrop ensures that clients’ investments are suitable for their investment needs, goals, objectives and risk tolerance. Clients are advised to promptly notify Winthrop if there are changes in their financial situation or investment objectives or if they wish to impose any reasonable restrictions upon Winthrop’s management 5 | Page  services. Clients may impose reasonable restrictions or mandates on the management of their account if, in Winthrop’s sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to its management efforts. FINANCIAL PLANNING AND CONSULTING SERVICES Winthrop may provide its clients with a broad range of comprehensive financial planning and consulting services, which include cash flow analysis and asset allocation projections related to goals such as retirement income needs, college funding, retirement travel, savings, and survivor needs. These services are generally offered to all ongoing investment management clients. In performing its services, Winthrop is not required to verify any information received from the client or from the client’s other professionals (e.g., attorney, accountant, etc.) and is expressly authorized to rely on such information. Winthrop may recommend the services of itself and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if Winthrop recommends its own services. The client is under no obligation to act upon any of the recommendations made by Winthrop under a financial planning or consulting engagement or to engage the services of any recommended professional, including Winthrop itself. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any of Winthrop’s recommendations. Clients are advised that it remains their responsibility to promptly notify Winthrop if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Winthrop’s previous recommendations and/or services. SUBSCRIPTION SERVICES Winthrop’s subscription service provides clients with financial planning and advice, including goal planning, education planning for children, budget and debt management and life insurance planning. In providing financial planning and advice, Winthrop will explore the client’s personal values and review housing options, insurance policies, family involvement, emergency planning, long term care planning and distribution planning. Where appropriate, the firm will recommend reallocation of the client’s assets. AMOUNT OF MANAGED ASSETS Please see below for a detailed breakdown of the approximate assets under management managed by each advisor as of the end of the most recent fiscal year. Winthrop Partners – WNY, LLC TOTAL AUM Discretionary AUM Non-Discretionary AUM $ $ $ 186,229,903.00 184,269,264.00 1,960,639.00 Winthrop Partners – WPA, LLC TOTAL AUM Discretionary AUM Non-Discretionary AUM $ $ $ 44,066,811.00 44,066,811.00 00.00 Winthrop Partners – EPA, LLC TOTAL AUM Discretionary AUM Non-Discretionary AUM $ $ $ 82,155,830.00 82,155,830.00 00.00 6 | Page  ITEM 5. FEES AND COMPENSATION Winthrop offers its services on a fee only basis, as further described below. INVESTMENT MANAGEMENT FEE Winthrop’s annual fee for asset management varies according to the type of investment management services the firm provides. For investment management services provided by Winthrop, generally, our annual fee shall be prorated and paid monthly in advance, based upon the market value of the assets and cash managed by Winthrop on the last day of the previous month as valued by the Custodian. We shall begin charging our advisory fee on the first day of the first full calendar month the assets are designated for our management. If you terminate the account after the commencement of a calendar billing period, the unearned portion of the fee will be promptly refunded. The firm’s fee may be negotiated but is typically up to 1.5% of the assets we manage on your behalf. A flat fee may also be charged in certain circumstances. In addition, Winthrop does have a minimum advisory fee of $500. Winthrop’s annual fee is exclusive of, and in addition to, brokerage commissions, transaction fees, and other related costs and expenses incurred by the client. Winthrop does not, however, receive any portion of these commissions, fees, and costs. The firm’s management fee may also include financial planning services (as described below). FINANCIAL PLANNING / SUBSCRIPTION SERVICES FEE Generally, we charge a fixed fee for our subscription service. Our annual financial planning fee is determined based on the nature of the services being provided and the complexity of your circumstances. The annual fee for the first year covers the development phase, planning, and discussion. Each subsequent year thereafter, the annual fee will be reviewed as well as any changes to the plan. We may also charge an hourly fee, which varies and is dependent on the amount of time and the complexity of services we provide. All fees are agreed upon prior to entering into a financial planning agreement with you. The fee is prorated and billed on a monthly basis. Invoices are sent monthly and due within 10 days of receipt. As an alternative, the client may elect to have the fee debited from their checking account automatically. FEES CHARGED BY FINANCIAL INSTITUTIONS As further discussed in response to Item 12 (below), Winthrop generally recommends that clients utilize the brokerage and clearing services of Raymond James & Associates, Inc. (“Raymond James”) for investment management accounts. The firm recommends Raymond James for custody of customer assets and execution of customer transactions. Raymond James Associates (“RJA”), a corporate affiliate of Raymond James and member of the New York Stock Exchange and the Securities Investor Protection Corporation, acts as the clearing agent in the execution of securities transactions placed through Raymond James. Winthrop may only implement its investment management recommendations after the client has arranged for and furnished Winthrop with all information and authorization regarding accounts with appropriate financial institutions. Financial institutions include, but are not limited to, Raymond James, any other broker-dealer recommended by Winthrop, a broker-dealer directed by the client, trust companies, banks etc. (Collectively referred to herein as the “Financial Institution”). 7 | Page  Clients may incur certain charges imposed by the Financial Institutions and other third parties such as custodial fees, charges imposed directly by a mutual fund or ETF in the account, which are disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd- lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Additionally, for assets outside of any wrap fee programs, clients may incur brokerage commissions and transaction fees. Such charges, fees and commissions are exclusive of and in addition to Winthrop’s fee. Winthrop’s Agreement and the separate agreement with any Financial Institution may authorize the Financial Institution to debit the client’s account for the amount of Winthrop’s fee and to directly remit that management fee to Winthrop. The Financial Institution has agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Winthrop. Alternatively, clients may elect to have Winthrop send an invoice for payment. FEES FOR MANAGEMENT FOR PARTIAL MONTHS OF SERVICE All fees are calculated on a full month basis. If assets are deposited into or withdrawn from an account after the inception of a month, the fee payable with respect to such assets will not be adjusted or prorated based on the number of days remaining in the month. The Agreement between Winthrop and the client will continue in effect until terminated by either party pursuant to the terms of the Agreement. Winthrop’s fees are prorated to the effective date of the client’s written notice of termination and any remaining balance is charged or refunded to the client, as appropriate. Clients may make additions to and withdrawals from their account at any time, subject to Winthrop’s right to terminate an account. Additions may be in cash or securities provided that Winthrop reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to Winthrop, subject to the usual and customary securities settlement procedures. However, Winthrop designs its portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. Clients are advised when transferred securities are liquidated, they are subject to transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and of the tax ramifications of selling. OTHER FEES A portion or all of your assets may be invested in third-party mutual funds or exchange-traded funds. Each fund charges an annual internal management fee, represented as an expense ratio, as outlined in the fund’s prospectus. This management fee is deducted directly from the assets you have invested in that fund. In addition, when invested in a mutual fund or exchange-traded fund, you will indirectly bear your pro rata share of the fees, expenses, and charges described in the fund’s prospectus. These may include, but are not limited to, investment management fees, shareholder servicing fees, legal and audit expenses, custodial fees, and transaction costs such as brokerage and execution charges, markups, and commissions. We do not receive any of these fees; however, they represent additional costs that you incur in connection with your investments. Certain funds may also invest in other investment companies, which results in “acquired fund fees and expenses.” In these cases, a fund’s reported expense ratio may include not only its own operating expenses, but also a portion of the expenses of the underlying funds in which it invests. As a result, the expense ratio 8 | Page  may appear higher than that of a fund that does not invest in other funds. These underlying expenses are not charged to you separately but are reflected in the performance of the underlying investments and therefore indirectly impact returns. While we attempt to purchase the lowest cost share class available based on the size of your investment and any applicable relationship benefits, and we generally utilize “no-load” funds, there may be circumstances where we are unable to do so. Depending on factors such as investment minimums, overall costs, and transaction fees, the selected share class may have higher expenses, which can reduce investment returns. If a fund imposes a sales charge, you may pay an initial or deferred sales charge. At no time will we select a higher-cost share class for the purpose of receiving additional compensation. Our Firm does not receive 12b-1 fees and therefore does not benefit from the selection of share classes that include such fees. Any 12b-1 fees, if applicable, are paid to the broker-dealer and not to our Firm Accordingly, you should review both the fees charged by the funds and our advisory fees to fully understand the total cost of your investment. You could invest in mutual funds or exchange-traded funds directly, without our services. In that case, you would not receive the services provided by our Firm, which are designed, among other things, to assist you in determining which investments are appropriate for your financial situation and objectives. 9 | Page  ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Our Firm does not charge performance-based fees or engage in side-by-side management. 10 | Page  ITEM 7. TYPES OF CLIENTS The Firm generally provides advisory services to the following types of clients: Individuals   High-Net-Worth Individuals  Trusts  Estates  Charitable Organizations  Pension and Profit-sharing Plans  Corporations and other business entities This list is not exhaustive, and the Firm may provide advisory services to other types of clients as appropriate. Winthrop does not impose a strict minimum account size. The Firm considers all aspects of the client relationship when accepting new clients and/or accounts. Winthrop does have a minimum advisory fee of $500.00. 11 | Page  ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS METHODS OF ANALYSIS Individual Stocks: Winthrop’s philosophy emphasizes a fundamental, top-down/bottom-up investment approach whereby Winthrop first establishes the appropriate asset allocation for each portfolio, then the appropriate allocation to large cap stocks. The appropriate industrial sector weightings relative to the S&P 500 are then set. The portfolios seek broad diversification across most major economic sectors. A top- down investment approach to these broad sectors will be taken to determine the desired sector exposure to the portfolio. A bottom-up approach to stock selection will be applied thereafter. Securities are prescreened by analysts from Raymond James for specific criteria using evaluation techniques centering around companies that have the following criteria: a uniqueness or niche which gives the company a strong market position and the ability to adjust prices; recurring revenue; a record of consistent earnings, sales, and dividend growth; low debt levels that allow management the flexibility to expand their business; significant share ownership by management; low relative price to earnings; strong cash flow; and a sustainable dividend payout ratio. Winthrop utilizes this information to determine the appropriate individual equity securities for each client portfolio. Fundamental analysis involves the fundamental financial condition and competitive position of a company. Winthrop will analyze the financial condition, capabilities of management, earnings, new products and services, as well as the company’s markets and position amongst its competitors in order to determine the recommendations made to clients. The primary risk in using fundamental analysis is that while the overall health and position of a company may be good, market conditions may negatively impact the security. Mutual Funds and ETFs: Winthrop uses Exchange-Traded Funds (ETFs) and mutual funds in two ways 1) to construct entire portfolios and 2) to complement individual security selection by providing access to additional asset classes. This process allows the firm to provide the best advice possible without limitations on choices of investment options, ensuring the advisor is completely objective in selection, by improving asset allocation and diversification, by offering access to low cost and higher performing funds and in reducing risk by not concentrating investments in a single fund family or a proprietary approach. When selecting funds, Winthrop uses quantitative and qualitative screening tools. Quantitative screens include filters for manager tenure, fund size, risk (as measured by standard deviation), exposure to certain securities, sectors and asset classes, and historical performance. Qualitative screens filter for style consistency, clean regulatory records of fund managers and fund families. Winthrop uses both passive and actively managed funds. Passively managed indexed funds are primarily used because they offer broad diversification at a low cost, actively managed funds are used when a manager can demonstrate a better alternative to indexed funds. Winthrop utilizes ETFs and mutual funds to access asset classes such as small, mid and large cap US stocks, sectors, international stocks, core bonds, high yield bonds, commodities, and alternative asset classes. When used in conjunction with our individual security selection process these vehicles are used to efficiently obtain access to and diversification in international securities, core bonds, high yield bonds, commodities, and alternative securities. 12 | Page  INVESTMENT STRATEGIES FINANCIAL PLANNING Function: The firm’s financial planning is designed to establish a basis for its investment program and make clients aware of issues to consider when planning their future. Structure: Financial planning begins with an interview with new clients to prioritize goals, establish an appropriate asset allocation, present alternate projections to work towards goals, and collect pertinent financial data. Depending on the client, this information may be obtained over a series of meetings with the client as the portfolio is developed. Winthrop offers clients an annual review of their financial plan to realign goals and determine if portfolio reallocation is appropriate. Other Advisors: Winthrop will work with the client’s other advisors for tax questions and estate planning issues in order to understand the client’s situation. PORTFOLIO MANAGEMENT Winthrop tailors portfolios to meet each client’s needs through individual stock and bond selection, exchange traded funds and mutual funds, allocated appropriately for growth and cash flow requirements. This entails a simplified portfolio structure that seeks a broad core exposure to provide diversification and long-term objectives, with an outlying allocation in higher risk actively traded securities appropriate for the risk level and tax desire of the individual client. The firm also incorporates fixed income in balanced portfolios in laddered maturities. Portfolios are constructed based on each client’s life situation in accordance with financial capacity to incur risk and the client’s attitude toward and willingness to incur the risk, the cash flow in and out of a portfolio, personal constraints, tax liability and purpose. These types of portfolios include: Ultra Conservative (0% Equity – 100% Fixed Income): This portfolio is designed to provide clients with income and maximizes preservation of principal. It is designed for clients who need to minimize fluctuations in account value. Conservative (20% Equity – 80% Fixed Income): This portfolio is designed to provide clients with current income and preservation of principal. It is designed for individuals who seek to minimize fluctuations in account value. Conservative Balanced (40% Equity – 60% Fixed Income): This portfolio is designed to provide clients with the opportunity to achieve modest asset growth and income. Clients with this objective should be able to absorb moderate fluctuations in value. It is designed for clients who wish to have a steady stream of income but require growth in their portfolios. Balanced (50% Equity – 50% Fixed Income): This portfolio is designed to provide clients with the opportunity to achieve equal amounts of asset growth and income. Clients who choose this portfolio should be willing to absorb moderate fluctuations in value. It is designed for clients who equally desire asset growth and income. Balanced with Growth (60% Equity – 40% Fixed Income): This portfolio is designed to provide clients with the opportunity to achieve higher levels of growth of assets while providing significant levels of income. Clients who choose this portfolio should be able to absorb significant fluctuations in account value. It is designed for clients who desire growth over income in their portfolio. 13 | Page  Growth (80% Equity – 20% Fixed Income): This portfolio is designed to provide clients with the opportunity to achieve higher levels of asset growth while still providing moderate levels of income. Clients who choose this portfolio should be able to absorb significant fluctuations in account value. It is designed for clients who request growth rather than income in their portfolio. Aggressive Growth (100% Equity – 0% Fixed Income): This type of portfolio is designed to provide clients with the opportunity to achieve high levels of capital appreciation. Clients who choose this portfolio must be able to withstand substantial market fluctuations in account value. It is designed for clients who seek to maximize long-term growth with minimal current income. The asset allocations described above for each portfolio are guidelines only. A given portfolio or client may have allocations that differ from those stated, as client preferences, market information, market movements and other factors may lead Winthrop to allow a client’s portfolio to be “out of balance” with the stated guidelines for a time. PORTFOLIO COMPOSITION Winthrop’s portfolios generally consist of the following components: Growth: This component provides investment growth by investing primarily in common stocks of companies that appear to offer superior opportunities for growth of capital. The basic investment philosophy is to seek reasonably priced securities that represent long term investment opportunities. This component as the core component of a portfolio is best suited for investors with higher risk tolerance and/or longer time horizons. High Yield Equity: This component is comprised of stocks with historical dividend yields above the average yield for the S&P 500 stock index. This component is generally a core position for all client portfolios and may be the total equity allocation for certain investors. Small and Mid-Cap: This component is comprised of stocks and mutual funds of small and mid-sized companies. The investment approach in this category is to seek securities that have increased per-share earnings materially above the average rate of other issues and are expected to continue to do so for the intermediate future. While an allocation in this component is incorporated in most growth portfolios, it may be inappropriate for more conservative or income-oriented investors. Fixed Income: This component is comprised of fixed income securities limited to U.S. government treasury and agency issues, municipal and corporate bonds rated no lower than BBB- by Standard & Poor’s or Baa3 by Moody’s, foreign government bonds rated no lower than BBB- or Baa3 and select money market instruments with the highest ratings. The fixed income focus is on preserving capital, generating reliable risk adjusted returns and meeting the liquidity needs of the client. For certain investors with a higher risk appetite this component may also include an allocation to high yield and foreign bonds to enhance returns, realizing the volatility risks involved. With the exception of portfolios invested in high yield and foreign bonds, the fixed income component makeup is a maturity ladder, usually no longer than ten years in duration and with little prepayment risk. Economic conditions will justify shorter- or longer- term maturities. Winthrop seeks return of principal first and foremost and attempts to be as tax efficient as possible by managing tax flow within tax brackets and employing asset location strategies. International: This component of the portfolio includes developed international and emerging market mutual funds and ETFs. This component provides greater diversification and is focused on attempting to enhance returns while reducing overall portfolio volatility through inverse correlation where possible. 14 | Page  International equity funds and ETFs may not be appropriate for all investors other than those with moderate to aggressive risk profiles. Alternative Investments: Alternative investments may be used to introduce investments that generate consistent returns without the volatility associated with the stock market. These investments may also provide some additional upside to a fixed income portfolio. By creating a portfolio that has many parts moving independent of a core stock portfolio, alternatives can be introduced to gain returns while limiting overall risk. Use of alternatives are limited to highly liquid and publicly traded investments such as ETFs, mutual funds, exchange traded Master Limited Partnerships, and Real Estate Investment Trusts. LEGACY PORTFOLIO PROGRAM This program generally includes a significant legacy position in the client’s overall portfolio, the remainder of which is managed pursuant to one of the firm’s other investment strategies. Clients included in this program have above normal concentration in one or more stocks that may have low-cost basis or emotional attachment so that there are restrictions on sale. Clients are advised that there is potentially a higher risk level and increased portfolio volatility when holding concentrated positions, and this may constrain proper portfolio allocation. Where agreed upon by the client, a schedule for liquidation over a number of years will be set in place. Tax-efficient gifting strategies are also explored. Depending on the client’s goals and cash flow needs, as well as the makeup of investments outside of the concentrated position, diversification will be sought to the best possible level. MUTUAL FUND/ETF PROGRAM Accounts valued under $250,000 will be placed in the mutual fund program if, in the opinion of Winthrop, after consultation with the client, this approach represents a more suitable option for achieving an appropriate level of diversification than would investments in individual securities. Investment objectives will be set in line with risk level and cash flow needs. Portfolios in this program will generally be invested in three to five mutual funds providing the appropriate diversification. Although the firm favors a long- term buy and hold approach, at times a non-performing fund will be sold regardless of time held in the account in order to re-invest in a fund with greater appreciation potential, more yield, or in a growing sector in the economy. RISK OF LOSS MUTUAL FUNDS AND ETFS An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event that they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per-share net asset value (“NAV”), plus any shareholder fees (e.g., sales loads, purchase fees, redemption fees). The per-share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates due to intraday changes in the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, 15 | Page  which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed-based ETFs and more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 25,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. MARKET RISKS The profitability of a significant portion of Winthrop’s recommendations may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that Winthrop will be able to predict those price movements accurately. GENERAL RISK OF LOSS Investing in securities involves the risk of loss. Clients should be prepared to bear such loss. 16 | Page  ITEM 9. DISCIPLINARY INFORMATION We are required to disclose any legal or disciplinary events that are material to your evaluation of our advisory business or the integrity of our management personnel. Our Firm and our management personnel have no reportable disciplinary events to disclose. 17 | Page  ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Winthrop is required to disclose any relationship or arrangement that is material to its advisory business or to its clients with certain related persons. Winthrop has described such relationships and arrangements below. AFFILIATED ADVISORS Winthrop Partners – WNY, LLC is under common control with Winthrop Partners – EPA, LLC and Winthrop Partners – WPA, LLC (the “Affiliated Advisors”), as described herein. The Affiliated Advisors are subject to regulatory oversight and are governed under the same Code of Ethics together with the other compliance policies and procedures, as adopted pursuant to the requirements of the Investment Advisers Act of 1940 (the “Advisers Act”). More particularly, Winthrop Partners – WNY, LLC treats all employees of the Affiliated Advisors as its supervised persons for the purposes of the Advisers Act. In the future, if other conflicts were to arise regarding our current, or any new financial industry activities or affiliations, including the receipt of compensation from those sources, other than as already disclosed in this document, we would:  Disclose in this section the existence of those material conflicts of interest, including the potential for Winthrop and our personnel to earn compensation in addition to the Firm’s stated advisory fees;  Disclose to you, as we have done in this section, that you are not obligated to purchase recommended investment products from our employees or affiliated companies;  Require that our employees seek prior approval of any outside employment activity, other than has already been outlined herein, so that we may ensure that any conflicts of interest in such activities are properly addressed; and  Periodically monitor outside employment activities, other than those already identified herein, of our employees to verify that any conflicts of interest continue to be properly addressed by our Firm. 18 | Page  ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING CODE OF ETHICS Our Firm has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. We believe that our Firm and its employees owe a duty of loyalty, fairness and good faith towards all our clients, and have an obligation to adhere not only to the specific provisions of our Code of Ethics but to the general principles that guide the Code of Ethics. The purpose of our Code of Ethics is to reinforce the fiduciary principles that govern the conduct of our Firm and the actions of our advisory personnel. Each member of the Firm is instructed to act in the best interests of all of our clients, to avoid any real or potential conflicts of interest, and to conduct their personal activities with the utmost of integrity. Our Code of Ethics has been distributed to all members of the Firm. The following is a summary of the policies contained in our Code of Ethics:  Standards of Business Conduct  Compliance with Federal Securities Law  Review and/or Approval of Personal Securities Transactions by All Employees  Obligation to Report Violations and Enforcement of Sanctions Where Necessary  Annual Employee Certification Required if Material Changes Occur Our Code of Ethics includes policies and procedures for the review of proposed transactions, quarterly securities reporting, initial and annual securities holdings reports that must be submitted by the Firm’s access persons, and restrictions on the acceptance of significant gifts, and the reporting of certain levels of gifts and business entertainment items incurred or provided by our personnel. Our Code of Ethics also provides for oversight, enforcement and recordkeeping provisions. In addition, our Code of Ethics prohibits the use of material non-public information. We do not believe that we have any access to non-public information, however, employees are reminded that such information, if ever received, may not be used in any manner. receive a free copy of our Code of Ethics by sending your request to You may kmchristopher@beaconcompliance.com, or by calling us at 913-239-0100. INTEREST IN CLIENT TRANSACTIONS Our Firm does not participate in Principal Trades or in Agency Cross transactions. Principal transactions are those where our Firm, acting on behalf of our own account, buys or sells a security to you or another client. An Agency Cross transaction is one in which our Firm acts as a broker for both the buyer and seller of a security. We do not recommend to you or other clients that you take a position in a security in which our Firm, our employees, or our related persons have a material financial interest. 19 | Page  PERSONAL TRADING Our Code of Ethics is designed to assure that the personal securities transactions by our employees, and the activities and interests of our employees will not interfere with:  Making decisions in your best interests; and  Implementing such decisions while, at the same time, allowing our employees to invest for their own accounts. Our Firm and employees of our Firm may make recommendations for the purchase or sale of securities that we either may:  Already have an interest in; or  Subsequently may invest in. It is our Firm’s policy to require all access persons to obtain pre-clearance from compliance prior to executing a personal securities transaction in any Reportable Fund, initial public offering (“IPO”), and Limited Offering (including Private Placements). Exempted transactions include direct obligations of the United States government, banker’s acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements, money market funds, and shares issued by any open-end fund other than (i) any investment company registered under the 1940 Act whose investment advisor or principal underwriter is the Firm, controls the Firm, is controlled by the Firm, or is under common control with the Firm. This policy generally prevents the employee(s) from benefiting from transactions placed on behalf of your account(s). Our Firm and our employees of the Firm may buy or sell for their personal accounts securities identical to or different from those recommended to you. In addition, any related person(s) may have an interest or position in securities which may also be recommended to you or which you may already own. It is the written policy of our Firm that no person employed by us may purchase or sell any security first if a trade in the same security is being executed for your account. There also may be instances in which your trade may be with one custodian and the employee’s trade is to be executed with a different custodian. In these cases, as stated above, we will make sure that your trade is executed first before that of any of our employees. As situations like these represent actual or potential conflicts of interest to you, we have established the following policies and procedures as part of our Code of Ethics to ensure we comply with our regulatory obligations and to provide you, other clients, and other potential clients, with full and fair disclosure of such conflicts or potential conflicts of interest:  Access persons are required to complete and submit a trade request form in advance of the execution of transactions in securities requiring pre-approval. The trade request form asks whether, to the best of the individuals’ knowledge, the Firm has or plans on entering trades in any of the securities the individual is wishing to transact in within the past two days or next two days, respectively.  No principal or employee of our Firm may put his or her own interest above the interest of your account(s).  No principal or employee of our Firm may buy or sell securities for their personal portfolio(s) 20 | Page  where their decision is based on information received because of his or her employment unless the information is available to the investing public.  We require prior approval for any IPO, limited offering, or private placement investments by any employee or related persons of the Firm.  Any individual who violates any of the above restrictions may be subject to varying levels of disciplinary action, including termination.  We will maintain all records regarding personal securities transactions as is detailed in Rule 204A- 1 of the Investment Advisors Act of 1940. As previously disclosed in Item 10, the Winthrop is affiliated with other investment advisors under common control. Please see Item 10 for more details. 21 | Page  ITEM 12. BROKERAGE PRACTICES As discussed above, in Item 5, Winthrop generally recommends that clients utilize the brokerage and clearing services of Raymond James. Factors which Winthrop considers in recommending Raymond James or any other broker- dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Raymond James enables Winthrop to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Raymond James may be higher or lower than those charged by other Financial Institutions. The commissions paid by Winthrop’s clients comply with Winthrop’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to affect the same transaction where Winthrop determines that the commissions are 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 the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates, and responsiveness. Winthrop seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Transactions may be cleared through other Financial Institutions with whom Winthrop and the Financial Institutions have entered into agreements for prime brokerage clearing services. Winthrop periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. As further set forth in the custodial agreement between the client and Raymond James, Raymond James’ fee includes all execution charges except (1) certain dealer mark-ups and odd-lot differentials, transfer taxes, exchange fees mandated by the Securities and Exchange Act of 1934 and any other charges imposed by law with regard to transactions in the account, (2) offering concessions and related fees for purchases of money market mutual funds and other public offerings of securities as more fully disclosed in the prospectus; and (3) certain legal transfer fees. Clients may also incur charges for other account services provided by Raymond James, through RJA, not directly related to the execution and clearing of transactions including, but not limited to, IRA custodial fees, safekeeping fees, interest charges on margin loans, and fees for transfers of securities. Raymond James is not obligated to execute any transaction that would violate state or federal law or regulation of any self-regulatory organization of which Raymond James is a member. Raymond James may designate certain investments that cannot be held in a client’s account. Except as otherwise provided, Raymond James’ responsibility is limited to executing transactions pursuant the firm’s instructions and Raymond James does not take responsibility for the management of individual client portfolios. Winthrop has agreed to indemnify and hold harmless RJFS, Raymond James, and their officers, directors, associates, agents, employees, and affiliates from any losses, costs (including attorney fees), indebtedness, and liabilities arising from actions directed by client or the firm. This indemnification agreement is a continuing one and shall remain in full force and effect until terminated in writing. The client may direct Winthrop in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account 22 | Page  with that Financial Institution, and Winthrop will not seek best execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by Winthrop (as described below). As a result, the 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. Subject to its duty of best execution, Winthrop may decline a client’s request to direct brokerage if, in Winthrop’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. Transactions for each client generally will be effected independently, unless Winthrop decides to purchase or sell the same securities for several clients at approximately the same time. Winthrop may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates, or to allocate equitably among Winthrop’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among Winthrop clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that Winthrop determines to aggregate client orders for the purchase or sale of securities, including securities in which Winthrop’s Supervised Persons may invest, Winthrop generally does so in accordance with applicable rules promulgated under the Advisors Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Winthrop does not receive any additional compensation or remuneration as a result of the aggregation. In the event that Winthrop determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, Winthrop may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Consistent with obtaining best execution, brokerage transactions may be directed to certain broker-dealers in return for investment research products and/or services which assist Winthrop in its investment decision-making process. Such research generally will be used to service all of Winthrop’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because Winthrop does not have to produce or pay for the products or services. SOFTWARE AND SUPPORT PROVIDED BY FINANCIAL INSTITUTIONS Winthrop may receive from Raymond James, without cost to Winthrop, computer software and related systems support, which allow Winthrop to better monitor client accounts maintained at Raymond James. Winthrop may receive the software and related support without cost because Winthrop renders investment 23 | Page  management services to clients that maintain assets at Raymond James. The software and related systems support may benefit Winthrop, but not its clients directly. In fulfilling its duties to its clients, Winthrop endeavors, at all times, to put the interests of its clients first. Clients should be aware, however, that Winthrop’s receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits may influence Winthrop’s choice of broker-dealer over another broker-dealer that does not furnish similar software, systems support, or services. Additionally, Winthrop may receive the following benefits from Raymond James through its registered investment advisor group: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services its registered investment advisor group participants; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. 24 | Page  ITEM 13. REVIEW OF ACCOUNTS For those clients to whom Winthrop provides investment management services, Winthrop monitors those portfolios as part of an ongoing process while regular account reviews are conducted no less often than annually. Certain events, such as sudden movements in the market or in interest rates, the unanticipated receipt or withdrawal of investment funds, or the notification by a client of a change in circumstances, will trigger additional account reviews. For those clients to whom Winthrop provides financial planning services, reviews are conducted on an “as needed” basis. Such reviews are conducted by one of the principals of Winthrop. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with Winthrop and to keep Winthrop informed of any changes thereto. Winthrop contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Clients are provided with transaction confirmation notices and regular summary account statements directly from the broker-dealer or custodian for the client accounts. Those clients to whom Winthrop provides investment advisory services will generally receive a report from Winthrop that may include account and/or market-related information on an annual basis. Those clients to whom Winthrop provides financial planning services will receive reports from Winthrop summarizing its analysis and conclusions as requested by the client or otherwise agreed to in writing by Winthrop. 25 | Page  ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION PROMOTERS Winthrop currently has and may continue, from time to time, to enter into agreements with third-party promoters (formerly referred to as solicitors) to whom we provide cash compensation for securing clients for us. These agreements require that the promoters meet the disclosure requirements and disqualification provisions in accordance with Prong 2 of the Investment Adviser Marketing Rule 206(4)-1 under the Advisers Act. At the time of the initial solicitation, the solicited client will receive a copy of Winthrop’s promoter disclosure brochure, which includes information such as the nature of the relationship between Winthrop and the promoter and any conflicts of interest. Additionally, prior to, or at the time of, entering into an investment management agreement with Winthrop, the solicited client will receive Winthrop’s ADV Part 2A, Privacy Policy, and ADV Part 3-CRS, as may be applicable. The compensation paid to a promoter may vary and is detailed in the agreement and the promoter disclosure brochure and is generally based upon a percentage of the fees earned by the Advisor from clients solicited through such third-party promoter. Compensation paid to a promoter will not increase the amount of management fees charged to a client. Winthrop does not accept referral fees or any form of remuneration from other professionals when a prospect or client is referred to them. 26 | Page  ITEM 15. CUSTODY We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that we request that you direct your custodian to allow our Firm to directly debit your management fees from your account(s). Again, the approval of the direct debit of fees is solely your choice. You have no obligation to allow us to do so. Technically, SEC rules consider this to be custody. However, if this is the only manner in which we are considered to have custody and certain conditions are met, then we will not be subject to the requirements established for true custody of your assets. If you agree to allow us to direct debit fees from your account(s) we will require authorization in writing from you. Each billing period we will notify your custodian of the amount of the fee to be deducted from your account(s). On at least a quarterly basis, the custodian is required to send to you and us a statement showing all transactions, including management fees disbursed from your account during the reporting period. Because the custodian does not calculate the amount of the fee to be deducted from your account, it is important for you to carefully review the custodial statements to verify the accuracy of the calculation, among other things. You should contact us directly if you believe that there may be an error in your statement. In addition to the periodic statements that you receive directly from your custodians and funds (where applicable), we will send or provide account statements directly to you at your request. We urge you to carefully compare the information provided on these statements to the statements you receive from the custodian to ensure that all account transactions, holdings, and values are correct and current. Our Firm does not have actual or constructive custody of your account or of any other client account. 27 | Page  ITEM 16. INVESTMENT DISCRETION Generally, accounts are discretionary in nature. We request that we be given discretionary authority from the outset of our advisory relationship so that we may provide discretionary asset management services for your accounts. You may deny such authority. If that authority is denied or revoked in the future we may, at our sole discretion, choose not to enter into, or to terminate any advisory relationship with you. When you agree to give us discretionary authority we can place or authorize others to place trades in your account(s) without contacting you prior to each trade to obtain your permission. Our discretionary authority includes the ability to do the following without contacting you:  Determine the security to buy or sell;  Determine the amount of the investment to buy or sell; and  Determine the funds or separate account managers to use to manage your account. In all cases this discretion is to be used in a manner consistent with the stated investment objectives for your account. When we select investments and determine the amount of an investment to buy or sell, we will observe the investment policies and any limitations or restrictions which you may have given us to follow. You give us discretionary authority when you sign a discretionary Agreement with our Firm, and you may limit this authority by giving us written instructions in advance of entering into an Agreement. You may also limit this authority at any time after entering into an agreement while that Agreement remains in effect by once again providing us with written instructions. These limitations and other instructions will become a part of your permanent file. In any instance where we enter into a non-discretionary Agreement, you will be required to approve any recommended transactions in advance prior to such transaction being executed on your behalf 28 | Page  ITEM 17. VOTING CLIENT SECURITIES We will not vote proxies for your account. You retain the right and responsibility for voting any proxies or corporate actions. 29 | Page  ITEM 18. FINANCIAL INFORMATION Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. If we maintain discretionary authority for your account or are deemed to have actual or constructive custody of your assets or collect fees as described in the preceding paragraph, we are required to disclose any financial condition that is reasonably likely to impair our ability to meet our contractual obligations. Our Firm has no financial circumstances to report. Additionally, our Firm has not been the subject of a bankruptcy proceeding at any time. 30 | Page