Introduction Stratos Wealth Advisors, LLC (“SWA”) is an SEC registered investment adviser wholly owned within the Stratos Wealth Holdings, LLC family of companies and has been a registered investment adviser since 2016. Stratos Wealth Holdings, LLC is a holding company which owns, among other companies, two other registered investment advisers and a limited purpose broker-dealer, member FINRA/SIPC. Please see Item 10 for more information. SWA offers services through our network of investment advisory representatives (“IARs”). IARs are independent contractors of SWA and may have their own legal business entities whose trade names and logos are used for marketing purposes and may appear on marketing materials and/or client statements. The client should understand that the businesses are legal entities of the IAR and not of SWA. The IARs are under the supervision of SWA, and the advisory services of the IAR are provided through SWA. SWA has these arrangements with the business entities listed in Schedule D of Form ADV. For more information about the IAR providing advisory services, the client should refer to the Brochure Supplement (also called the ADV Part 2B) for the IAR. The Brochure Supplement is a separate document that is provided by the IAR along with this brochure before or at the time client engages the IAR. If the client did not receive a Brochure Supplement for the IAR, the client should contact the IAR or SWA at (440) 519-2500. As of December 31, 2023, SWA had approximately $4,189,800,000 in assets under management on a discretionary basis and approximately $25,000,000 in assets under management on a non-discretionary basis. Types of Advisory Services SWA offers various types of advisory services and programs, including but not limited to: advisor- managed wrap and non-wrap programs, asset allocation programs, advisory programs offered by third party investment advisor (“TPIA”) firms, and financial planning services. Not all services are available to all clients, through all advisers, or in all states. In addition, services may not be available at all custodians. SWA currently has agreements with the following broker-dealer custodians:
• Fidelity Brokerage Services, LLC and National Financial Services, LLC (collectively referred to as “Fidelity”), Member FINRA/SIPC; and
• Charles Schwab (“Schwab”), Member FINRA/SIPC. SWA provides non-wrap accounts through each of the above custodians. Not all custodians or products are available to all clients or IARs, or in all states. Accounts at the custodians listed above are also available under a wrap fee program. Please see the separate SWA Wrap Fee Brochure for further information. There is no significant difference between the way IARs manage wrap fee account and non-wrap fee accounts. However, if a client determines to engage SWA on 5 | P a g e a wrap fee basis, the client will pay a single fee for investment management and transaction fees. The services included in a wrap fee agreement will depend upon client needs. If the client determines to engage SWA on a non-wrap fee basis, the client will select services on an unbundled basis, paying for each service separately. Note: when managing a client’s account on a wrap fee basis, SWA will receive, as payment for its investment advisory services, the balance of the wrap fee after all other costs incorporated into the wrap fee have been deducted. Inasmuch as the execution costs for transactions effected in the client account will be paid by the IAR, a conflict of interest exists in that the IAR may have a disincentive to trade securities in the client account. In addition, the amount of compensation received by SWA as a result of the client’s participation in the wrap program may be more than what SWA would receive if the client paid separately for investment management and transaction fees. SWA offers customized individually managed portfolios or management based on model accounts. IARs will determine and present to clients an asset allocation specific to the client based upon a client’s individual investment goals, objectives, risk tolerance, and investment time horizon. Advisor-Managed, Non-Wrap Accounts For SWA’s advisor-managed, non-wrap accounts, the client pays a management fee to SWA and ticket or transaction charges on each transaction executed in the account. The exception is that there may be a select listing of securities (typically reserved to mutual funds) for which no transaction fees will be assessed. However, the security may be subject to a holding period to avoid early liquidation fees. For securities with holding periods, clients are not prevented from liquidating during the holding periods, however, there is a fee associated with liquidations during the holding period. The IAR will determine and present to clients an asset allocation specific to the client based upon a client’s individual investment goals, objectives, risk tolerance, and investment time horizon. Clients may have a customized individually managed portfolio managed by the IAR or participate in various model portfolios designed by IAR(s) consistent with the client’s stated investment objective. A model portfolio will be managed similar to other clients utilizing the model. There are no guarantees a portfolio based on a model will ensure positive results. Past performance is no guarantee of future results. In either case, the IAR provides ongoing advice on the selection or replacement of a portfolio based on the client’s individual needs. The IAR may choose more than one portfolio to be managed for the client’s account. SWA also offers an advisor-managed wrap fee program called the Advisor Wealth Management II Program. Please see the SWA Wrap Fee Program Brochure for further information on this program. The IAR provides asset management services on an ongoing basis based on the individual needs of the client. The management program through SWA offers clients flexibility among payment structures, custodians and management styles. Management will be on an active basis. Thus, SWA and its IARs will actively monitor the assets in the account and make changes the IAR deems appropriate in light of the circumstances in the market. Non-wrap accounts are custodied at Fidelity or Schwab. SWA does not take custody except under two conditions which are considered by the SEC to be custody because of our authority and ability to transfer funds. 1. SWA is deemed to have custody because of our ability to deduct our fees from your account. You will receive a statement at least quarterly from the account custodian showing the deduction of our fees from your account. Authorization to deduct our fees from your account is given in the agreement executed between SWA and the client. 6 | P a g e 2. SWA is deemed to have custody if you establish a standing letter of authorization to direct us to transfer funds or securities from your account to a specified third party and you give us the authorization to change the timing and or the amount of the transfer. SWA does not have the ability to change the third party without your written authorization. Clients’ portfolios may consist of stocks, bonds, Exchange Traded Funds (“ETFs”)/Exchange Traded Notes (“ETNs”), no-load and/or load mutual funds and cash or cash equivalents, or other securities deemed appropriate and suitable to the client by SWA. If the SWA account is opened containing existing securities previously purchased through or is opened with cash proceeds from the sale of securities sold through Fidelity, Schwab, or the IARs, then Fidelity, Schwab, and/or the IAR may have already received commissions on the purchase. Additional commissions will not be charged, however, the fees discussed below will be charged. Clients are advised that transactions in the account, account reallocations and rebalancing may trigger a taxable event for the client, with the exception of transactions in IRA accounts, 403(b) accounts and other qualified retirement accounts. SWA does not offer tax advice, and clients are urged to consult with their tax advisers. A minimum account value of $10,000 is required for advisor-managed, non-wrap accounts; however, in certain instances, the minimum account size may be lower. Discretion on Held-Away Assets When requested by the client, IARs of SWA can provide discretionary investment management and periodic monitoring by leveraging the order management system provided by Pontera with respect to certain accounts (primarily 401(k) participant accounts, health-savings accounts and other assets identified by the client) held with custodians other than those referenced in Item 12. In such instances, the IAR will regularly review the available investment options in these accounts, monitor them, and rebalance and implement its strategies as necessary in the same manner as if such accounts were held with a custodian referenced in Item 12. Stratos Investment Management, LLC SWA sponsors the Stratos Wealth Advisors, LLC Wrap Fee Program and hires Stratos Investment Management, an affiliate of SWA, to act as portfolio manager for that program. SIM also provides subadvisory services to IARs of SWA on a non-wrap basis. SIM offers ongoing portfolio management based on the individual goals, objectives, time horizon, and risk tolerance of each client. The wrap fee program allows the investor to pay one stated fee that includes management fees and transaction costs. SIM primarily acts as a subadviser. Its portfolio management services include, but are not limited to, the following:
• Investment strategy
• Asset allocation
• Portfolio construction
• Risk tolerance
• Regular portfolio monitoring 7 | P a g e SIM will typically require discretionary authority in order to select securities and execute transactions without permission from the client prior to each transaction. However, the firm may also provide non- discretionary portfolio management if needed. Advisors working with SIM often recommend Fidelity to maintain custody of clients’ assets and to effect trades for their accounts but may also recommend that Schwab maintain custody of client’s assets and effect trades for their accounts. SIM seeks to provide investment decisions that are made in accordance with the fiduciary duties owed to its accounts and without consideration of SIM economic, investment or other financial interests. To meet its fiduciary obligations, SIM attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios It is SIM’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis to avoid favoring one client over another over time. Clients should refer to Items 10 and 14 below for more information about conflicts of interest that may arise when using SIM as a portfolio manager. SIM is under common control with SWA and Stratos Wealth Partners, Ltd. (“SWP”). SWA and SWP have overlap in personnel with SIM and use SIM as a subadvisor for many client accounts. SIM complies at all times with its fiduciary duty as an investment adviser. Please see Item 10 below for more information about conflicts of interest that may arise when using SIM as a portfolio manager. For more information regarding SIM, including more information on the advisory services and fees that apply, the types of investments available in the programs, and the conflicts of interest presented by the programs, please see the SIM Form ADV Part 2A Firm Brochure. Financial Planning Services As part of its financial planning services, SWA (through its IARs) provides personal financial planning tailored to the individual needs of the client. The services described below may not be available through all IARs. SWA offers Financial Planning Services under the following structures: Financial Plans for a Flat Fee With this structure, the engagement terminates upon delivery of the financial plan. SWA offers various types and levels of financial planning. The level and type of services will vary among IARs and will depend on the needs of the client. Subscription Financial Planning Services Clients seeking to receive ongoing financial planning advice may choose to pay a recurring subscription fee for such services. Recurring fees are negotiated between the IAR and the client and reflect the service(s) provided. Hourly Consulting Services SWA, through its IARs, provides consulting services on an hourly basis. The IAR tailors the hourly consulting services to the individual needs of the client, and the engagement terminates upon final consultation with the client. The Employer Sponsored Account Recommendations (“ESAR”) Service IARs may also provide financial planning advice to plan participants regarding their retirement plans under all financial planning service structures. IARs may provide advice for qualified plan participants. They 8 | P a g e will provide specific recommendations to clients if they are not being provided under a separate Stratos program. With this service, an IAR may provide clients with specific investment recommendations for their retirement plan assets that are not managed by a Stratos IAR. It is up to the client to decide whether or not to implement the recommendations made by the IAR. The IAR may provide these services for free, or charge either a flat fee or an hourly fee. The IAR may also provide these services through the Financial Wellness Program or as part of a Subscription Financial Planning Service, however the IAR’s fiduciary status changes as listed below. When providing ESAR services through a one-time engagement (free, flat fee or hourly fee structure) services are not provided on a regular or ongoing basis. The IAR will not be deemed to be a fiduciary under the Employee Retirement Income Security Act of 1974 (“ERISA”) with respect to the participant’s plan assets. To maintain the non-fiduciary status under ERISA, the program limits the number of engagements with any client to one per calendar year. When providing ESAR services as part of a Subscription Financial Planning Service the services are considered to be provided on a regular or ongoing basis. The advisor assumes the role of fiduciary under the ERISA with respect to the participant’s plan assets. The following information applies to all Financial Planning services offered by SWA: SWA and the IAR do not have any discretionary investment authority when offering financial planning services. The IAR makes recommendations as to general types of investment products or securities that may be appropriate for the client to consider and may also provide recommendations regarding specific investments or securities. Planning and consulting services are based on the client’s financial situation at the time and are based on financial information disclosed by the client to SWA. Clients are advised plans may contain certain assumptions that may be made with respect to interest and inflation rates and use of past trends and performance of the market and economy. However, past performance is in no way an indication of future performance. SWA cannot offer any guarantees or promises that the client’s financial goals and objectives will be met. Further, clients must continue to review any plan or analysis and update the plan based upon changes in the client’s financial situation, goals, or objectives, or any changes in the economy. Should a client’s financial situation or investment goals or objectives change, the client must notify SWA promptly. Clients are advised that fees for financial planning and/or consulting services are strictly for the planning and/or consulting services. Therefore, clients may pay fees and/or commissions for additional services obtained (e.g., asset management) or products purchased (e.g., securities or insurance). Financial Planning Services may include, but not be limited to, the following examples of services:
• Retirement Planning
• General, Segmented and Comprehensive Financial Planning
• Educational Planning
• Cash Flow Analysis
• Estate Planning
• Budget Planning
• Tax Planning
• Insurance Needs Analysis
• Business Continuity, Succession and Exit Planning
• Asset Allocation Services
• Sports and Entertainment Management 9 | P a g e
• Executive Planning
• Corporate Benefit Consulting
• Other planning and consulting services as requested by the client and agreed to by the IAR SWA will gather financial information and history from clients, which may include, among other things, retirement and financial goals, risk tolerance, investment horizon, financial needs, cost of living needs, education needs, savings tendencies, and other applicable financial information required by SWA in order to provide the investment advisory services requested. As stated above, the level and type of services will depend upon the needs of the client. Depending on the services requested, clients may receive a written analysis, summary or plan. One or more meetings may be necessary with the client and may involve other professionals, as invited and agreed to by the client (e.g., attorneys and/or certified public accountants). The financial plan may be constructed or prepared by a Stratos party other than the IAR. SWA and the IAR do not have any discretionary investment authority when offering financial planning. Conflicts of Interest for Financial Planning and Consulting Services Under all Financial Planning programs offered by SWA, IARs have a conflict of interest to recommend their own services for asset management and/or insurance. Clients are under no obligation to use SWA or the IAR for the services, or to take action as recommended by the IAR. Third Party Investment Adviser (“TPIA”) Account Management Services SWA offers the following TPIA account management programs. Not all of these programs are available to all clients, all IARs or are offered in all states. Under these TPIA programs, SWA, through its IARs, provides ongoing investment advice to clients that is tailored to their individual needs. IARs may interact with each TPIA as a promoter, a subadvisor, or a dual contract adviser. The IAR’s responsibilities will be different under each respective arrangement. The specifics of the IAR’s role and payment of fees will be governed by the TPIA Investment Management Agreement with SWA, and the client’s agreement with the TPIA. As part of these TPIA services, the IAR obtains the necessary financial data from the client and assists the client with: determining the suitability of the program; setting an appropriate investment objective; and opening an account with the TPIA. In addition, depending on the type of program, the IAR may assist the client with selecting a model portfolio of securities designed by the TPIA, or with selecting a portfolio management firm to provide discretionary asset management services. The IAR may have discretionary authority to select the TPIA or to make changes to the TPIA. It is the TPIA (and not the IAR) that has client authority to purchase and sell securities on a discretionary or non-discretionary basis pursuant to the investment objective chosen by the client. This authorization will be set out in the TPIA client agreement. The disclosure brochure for the particular TPIA will explain whether clients may impose restrictions on investing in certain securities or types of securities. SWA offers the following programs utilizing TPIA managers: Fidelity Advisory Programs SWA may also provide advisory services through Fidelity as the broker-dealer custodian. Below is a brief description of each advisory program available at Fidelity. 10 | P a g e Fidelity Separate Account Network® (“SAN”) – Fidelity offers a SAN Program, a unified platform for managed portfolios. The SAN Program enables IARs to have the ability to build separately managed account portfolios from a vast network of managers to meet client needs. These portfolios are managed by designated SAN Managers on a discretionary basis. The minimum investment required by each individual SAN Manager must be met. Please refer to the SAN Manager’s Form ADV Part 2A or the comparable disclosure document and the Form ADV Part 2A, Appendix 1 provided to clients by their SWA IAR. Some managers under the SAN Program may require an additional client advisory agreement with clients in addition to the agreement signed with SWA. For a complete description of the services offered, the programs, the fees charged, and the minimum account requirements, please refer to the separate disclosure brochure (such as Part 2A of Form ADV) maintained by the SAN Manager as provided by the IAR. Clients should carefully review these additional disclosure brochures for important and specific details including, among other things, fees, experience, investment objectives and risk guidelines, and disclosure of the SAN Manager’s conflicts of interest. The client and the IAR collectively determine which program to engage. Clients will receive confirmations and statements reflecting all transactions in their account. SWA will not have the discretionary authority to close the account or withdraw funds or securities, with the exception of SWA’s advisory fees on a quarterly basis. Envestnet Envestnet provides broad access to financial products, including institutional money managers. In addition, IARs can select from Envestnet’s portfolio consulting group and Fund Strategist Network. Fund Strategist Network Envestnet’s Fund Strategist Network provides IARs with access to institutional managers to develop unique strategies for their client’s portfolios. IARs can access asset allocation and investment management assistance from fund strategists who can deliver multi-asset solutions for their clients. The IAR will recommend an appropriate model portfolio. Once the model portfolio is selected, the strategist will be responsible for monitoring the performance of the holdings in their model portfolios and will adjust and rebalance the model portfolio in accordance with their investment strategy. The fund strategist will manage on a discretionary basis. The client may be somewhat restricted in their ability to directly contact and consult with the fund strategists, but the IAR is available to address any questions, issues or concerns about the performance of their accounts. The minimum investment required by each fund strategist, which will vary from $5,000 to $50,000. Envestnet ONE, Unified Managed Account (UMA) The Envestnet UMA program offers a single portfolio that can access multiple asset managers to address a variety of asset classes.

This investment model seeks to deliver the benefits of a traditional separately managed account in a single, broadly diversified portfolio by combining institutional money managers, ETFs and mutual funds into a single portfolio and custodial account. Envestnet also provides overlay management services to seek tax efficiencies and appropriate asset allocation across the portfolio. The minimum investment required for a UMA is $250,000, but may be negotiated lower at account opening. 11 | P a g e Schwab Advisory Programs SWA may also provide advisory services through Schwab as the broker-dealer custodian. Below is a brief description of advisory programs available at Schwab. Managed Account Select This wrap fee program sponsored by Schwab includes brokerage, custody and money manager services. The IAR has access to professional money managers that have been evaluated by Schwab. The money managers will manage the accounts on a discretionary basis. The IAR will have access to ongoing research and comparative reports regarding the money manager selected for clients. The account minimum for the Managed Account Select program is typically $100,000 for accounts utilizing equities but may be more for fixed income. Managed Account Access This wrap fee program sponsored by Schwab also provides access to professional money managers. The IAR will select from an array of money managers and hundreds of investment strategies. The money managers will manage the accounts on a discretionary basis. The account minimum for the Managed Account Access program is typically $100,000 for accounts utilizing equities but may be more for fixed income. Managed Account Marketplace In this program, the IAR will work with the client to negotiate directly with money managers of the client’s choosing. Marketplace allows the IAR and the client to use money managers based on their own negotiated arrangements. Account minimums will be as negotiated with the money manager selected. Referral Services for Investment Advisors SWA and its IARs may act as referral agents on behalf of TPIAs pursuant to a referral agreement. In such case, SWA provides services to the TPIA related to the referred client. The IAR provides the referred client a disclosure statement regarding the role of SWA and the IAR as a referral agent, but the IAR does not enter into an agreement with the client to provide ongoing investment advice. Instead, the client engages the TPIA for advisory services. Please see Item 14 below for more information about these referral services and the related compensation. Clients should refer to the disclosure brochure, client agreement and other account paperwork for each TPIA for more detailed information about the services available under the program. Insurance Consulting Services SWA has engaged for a fixed annual fee with DPL Financial Partners, LLC (“DPL”) to obtain membership access to DPL’s platform of insurance consultation services. Through its licensed insurance agents, who are also registered representatives of The Leaders Group, Inc. (“The Leaders Group”), an unaffiliated registered broker-dealer and FINRA member, DPL offers members a variety of services relating to insurance products. These services include, among others, providing members with analyses of their current methodology for evaluating client insurance needs, educating and acting as a resource to members regarding insurance products 12 | P a g e generally and specific insurance products owned by their clients or that their clients are considering purchasing, and providing members access to, and marketing support for, commission free products that insurers have agreed to offer to members’ clients through DPL’s platform. For providing platform services, DPL receives service fees from the insurers that offer their products through the platform. These service fees are based on the insurance premiums received by the insurers from DPL members’ clients, and the premiums paid to the insurance companies may be higher or lower and the features of the policies may be different from those that could be purchased elsewhere. DPL is licensed as an insurance producer in Kentucky and other jurisdictions where required to perform the platform services. Its representatives are also licensed as insurance producers, appointed as insurance agents of the insurers offering their products through the platform, and registered representatives of The Leaders Group. ITEM 5: Fees and Compensation The advisory fees payable upon initial implementation are collected directly from the account (provided the client has given SWA written authorization for SWA to deduct the fees directly from the account). Advisory fees for all subsequent periods will be collected directly from the account, provided authorization was obtained. Clients will be provided with an account statement reflecting the deduction of the advisory fee. If the account does not contain sufficient funds to pay advisory fees, SWA has limited authority to sell or redeem securities in sufficient amounts to pay advisory fees. The client may reimburse the account for advisory fees paid to SWA, except for ERISA and IRA accounts. Fees are negotiable and are not based on a share of capital gains/losses upon or capital appreciation/depreciation of the funds or any portion of the funds. Additionally, in limited cases, the client’s managed accounts may be aggregated together to determine a fee breakpoint. Therefore, clients with multiple managed accounts will be charged a fee considering the account values in total. In these cases, and when available, it is a benefit to the client to have an IAR that aggregates accounts. Alternatively, some IARs may charge a corresponding fee based on each account size. Therefore, clients with multiple accounts may pay a different fee depending on the account size. The maximum annual advisory fee is 2.25% for advisor-managed non-wrap accounts. In limited cases, SWA may apply a flat fee to provide asset management services. The maximum flat fee will be no more than 2.25% of the assets under management. Details regarding billing can be found in the client agreement for the applicable accounts. Clients should understand that this may create a conflict of interest, as SWA’s and the IAR’s compensation does not increase or decrease along with the client’s account value. Transaction Charges: In addition to the advisory fees above, clients with non-wrap fee accounts will pay a transaction charge for each transaction. Transaction charges are not assessed by SWA and SWA does not share in the transaction charges. The transaction charges are assessed by the broker-dealer executing the transaction and may be changed at any time by the broker-dealer. The following list of fees or expenses are what clients pay directly to third parties, whether a security is being purchased, sold or held in an account(s) under SWA management. Fees are charged by the broker-dealer/custodian. SWA does not receive, directly or indirectly any of these fees charged to the client. They are paid to the 13 | P a g e broker, custodian or the mutual fund or other investment that is held. The fees include, among others:
• Accounts holding Alternative Investments will be charged an annual custodial fee per position per account per year
• Brokerage commissions
• Transaction fees
• Exchange fees
• SEC fees
• Advisory fees and administrative fees charged by mutual funds/ETFs
• Advisory fees charged by subadvisers (if any are used for your account)
• Custodial fees
• Trade-away fees
• Deferred sales charges (on mutual funds or annuities)
• Odd-Lot differentials
• Transfer taxes
• Wire transfer and electronic fund processing fees
• Commissions or mark-ups/mark-downs on security transactions Ticket Charges There are conflicts of interest to consider in connection with the selection of mutual funds and a specific transaction cost commonly known as ticket charge associated with each mutual fund transaction. As background, custodians often make available mutual funds that offer various classes of shares. Some share classes of a fund charge higher internal expenses, whereas other share classes of a fund charge lower internal expenses. Institutional and advisory share classes (collectively, “institutional shares” or “institutional share classes”) typically have lower expense ratios and are less costly for a client to hold than Class A shares or other share classes that are eligible for purchase in an advisory account. In some instances, a mutual fund offers only Class A shares, but another similar mutual fund may be available that offers institutional shares. Whether a mutual fund or a specific share class of a mutual fund incurs a ticket charge often depends on whether the mutual fund or the mutual fund share class has 12b-1 fees (fees paid by the mutual fund to distributors of the funds to cover the cost of distribution and/or shareholder services). For instance, where a mutual fund or mutual fund share class has 12b-1 fees can correlate with no ticket charge. Additional fees that could have an impact on whether a mutual fund or mutual fund share class has a ticket charge or not also include recordkeeping fees to the custodian. Mutual funds and mutual fund share classes with no ticket fees (which can be described as NTF shares) usually have higher fees and expense ratios, and the associated costs would be incurred by the client. Mutual funds and mutual fund shares with ticket fees usually have lower fees and expenses, which would lessen the associated fees and expense costs on the client. SWA has a policy that IARs recommend the lower cost share class reasonably available at the time through the custodian where a client account is located. Furthermore, SWA conducts surveillance to test this policy and maintains a process to reasonably conduct conversions to the lower cost share class, where applicable and possible depending on availability with an individual custodian. We strongly encourage clients to discuss with their IAR whether lower cost share classes are available with a particular custodian or a particular managed account program; why the particular funds or other investments that will be purchased or held in your account are appropriate in consideration of their expected holding period, investment objective, risk tolerance, time horizon, financial condition, amount invested, trading frequency, the amount of the advisory fee charged; and whether clients will pay higher 14 | P a g e internal fund expenses in lieu of transaction charges that could adversely affect long-term performance; and relevant tax considerations. Clients using non-wrap fee accounts pay a fee to SWA plus transaction charges. Typically, this option may be more economical for those managed accounts where there is less trading or where mutual funds with no transaction fees will be primarily utilized in the management of the portfolio. SWA may, on occasion, aggregate trades for clients and provide clients an average execution price. The fixed transaction costs charged by the broker-dealer for these aggregated trades will be assessed on an individual pro-rated basis. Fees and Termination Provisions for Advisor Managed Accounts custodied at Schwab or Fidelity Advisory fees will be charged in advance on a calendar quarter basis. Fees will be calculated based upon the average daily value of the portfolio from the prior calendar quarter. Advisory fees for accounts opened on a day other than the first day of the calendar quarterly period or closed on a day other than the last business day of the calendar quarterly period will be prorated based on the number of days in the quarter. The initial fee for accounts established during a calendar quarter will be billed to the account in advance from the date of the initial deposit to the calendar quarter end based on the value of the initial deposit. Clients have the option of purchasing many of the securities and investment products made available through SWA through another broker-dealer or investment adviser. However, when purchasing these securities and investment products away from SWA, clients will not receive the benefit of the advice and other services SWA provides. Partial withdrawals or additional deposits may result in a prorated refund or credit of fees to the client’s account(s). Fee adjustments for partial withdrawals and additional deposits may be calculated in arrears on the next quarterly period billing cycle. Fee adjustments will be calculated based on the value at the time of the additional deposit or partial withdrawal. Client Investment Management Agreement Termination Clients may terminate, with written notice to SWA, investment advisory services within five (5) business days after entering into the advisory agreement, without penalty or obligation and for a full refund of any prepaid fees. After five (5) business days of entering into an advisory agreement, client will be entitled to a prorated refund of any prepaid quarterly advisory fee based upon the number of days remaining in the quarter after the termination date. Fees for Held-Away Assets IARs may provide discretionary investment management services leveraging the Pontera system for accounts including 401(k) participant accounts, health-savings accounts and other assets identified by the client held with custodians other than those referenced in Item 12. The fee will be assessed and billed quarterly based on the account value at the end of the quarter. Fees will be debited from a taxable account as authorized by the client. If the client does not have a taxable account, then the fees will be billed directly to the client. Accounts initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the number of days remaining in the billing period. An account may be terminated with written notice. 15 | P a g e Financial Planning and Hourly Consulting Services Financial Planning/Consulting Fees may be separate from advisory fees discussed elsewhere. Financial Planning/Consulting Fees are negotiable. Each IAR will negotiate a financial planning/consulting fee with the client and quote a fee prior to any services being rendered. IARs may charge based on a flat or hourly fee. The fee will be based on several factors including but not limited to: the services requested by the client; the complexity of the client’s situation; the number of meetings required to complete the requested services; the number of parties and/or other professionals involved; the areas of review and analysis; the staff resources, travel, time and research needed; and the savings to the client as a result of the services. Fees may be different from one IAR to another. Fees may be paid upon execution of the agreement with SWA or at the end of the engagement. In addition, SWA retains the ability to negotiate an installment payment schedule with the client; however, SWA does not allow for more than six installment payments. Hourly fees will typically range up to $500 per hour; however, SWA may permit a higher hourly fee in certain situations. Typically, clients will be provided an estimate of the amount of time needed for the services. No deposit is required at the time of engagement. SWA does not require or solicit prepayment six months or more in advance. IARs who provide Subscription Financial Planning Services, may charge based on a fixed or tiered fee on a monthly or quarterly basis. IARs may also charge an onboarding fee for new clients entering subscription financial planning services. Clients may terminate, with written notice to SWA, planning and/or consulting advisory services within five business days after entering into the advisory agreement, without penalty or obligation and for a full refund of any prepaid fees. After five business days of entering into the financial planning advisory agreement, clients may terminate upon SWA’s receipt of a client’s written notice to terminate. If fees have been prepaid and a financial planning engagement is terminated prior to completion, the client will be entitled to a refund of unearned fees. After completion and presentation of the services no refunds will be issued. SWA accepts payment by check, credit card and ACH. Note that not all IARs accept credit card and/or ACH payment. Fees for Fidelity and Schwab Advisory Programs Fidelity and Schwab charge an asset-based fee for the services provided in their advisory platform programs. The fees vary according to the program utilized, the size of the account and the investment strategy chosen for an account. The fees may be negotiable based on a number of factors that may result in a particular client paying a fee that is different from another client. Clients should discuss fees with their IARs and review program material to ensure they understand the fees associated with a program before deciding to invest in the program. Third Party Investment Advisers For TPIAs, clients pay an advisory fee as set out in the client agreement with the TPIA sponsor. The fee is typically negotiated among the TPIA sponsor, the IAR and the client. Fees may be different from one IAR to another. Further, fees are not commensurate with education or experience. The TPIA sponsor may establish a fee schedule or set a minimum or maximum fee. The TPIA fee schedule will be set out in the disclosure brochure provided by the TPIA sponsor. The advisory fee typically is based on the value of 16 | P a g e assets under management as valued by the custodian of the assets for the account and will vary by program. The advisory fee typically will be deducted from the account by the custodian and paid quarterly in arrears or in advance. The advisory fee is often paid to the TPIA sponsor, who in turn pays a portion to SWA. SWA and the IAR share such portion of the advisory fee. A TPIA account may be terminated by a party pursuant to the terms outlined in the TPIA client agreement. The TPIA client agreement will explain how clients can obtain a refund of any pre-paid fee if the agreement is terminated before the end of a billing period. The maximum total fee is 3%, with 2% being the maximum for the SWA advisory fee and 1% maximum being the TPIA fee. There are other fees and charges imposed by third parties that may apply to investments in TPIA accounts. Some of these fees and charges are described below. The client may be charged commissions, markups, markdowns, or transaction charges by the broker-dealer who executes transactions in the TPIA account. There may be custodial related fees imposed by the custodian of assets for the program account. These additional fees and charges will be set out in the TPIA brochure and the agreements executed by the client at the time the account is opened. If assets are invested in mutual funds, ETFs or other pooled funds, there are two layers of advisory fees and expenses for those assets. The client will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. The client will also pay the TPIA advisory fee with respect to those assets. The mutual funds and ETFs available in the programs often may be purchased directly. Therefore, clients could avoid the second layer of fees by not using the advisory services of the TPIA and IAR and by making their own decisions regarding the investment. A mutual fund in a TPIA program account may pay an asset-based sales charge or service fee (e.g., a 12b- 1 fee) that is paid to the broker-dealer on the account. SWA and IARs are not paid these fees for TPIA program accounts. If the client transfers into a TPIA account a previously purchased mutual fund, and there is an applicable contingent deferred sales charge on the fund, the client will pay that charge when the mutual fund is sold. If the account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the investment, the client will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit a client’s transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits, or tax harvesting). If the client holds a variable annuity that is managed as part of a TPIA account, there are mortality, expense and administrative charges, fees for additional riders on the contract, and charges for excessive transfers within a calendar year imposed by the variable annuity sponsor. If the client holds a Unit Investment Trust (“UIT”) in a program account, UIT sponsors charge creation and development fees or similar fees. Further information regarding fees assessed by a mutual fund, variable annuity or UIT is available in the appropriate prospectus, which clients should request from their IAR. If the TPIA program is a wrap fee program, clients should understand that the wrap fee may cost the client more than purchasing the program services separately (e.g., paying fees for the advisory services of the TPIA and IAR, plus commissions for each transaction in the account). Factors that bear upon the cost of the account in relation to the cost of the same services purchased separately include the:
• Type and size of the account; 17 | P a g e
• Types of securities in the account;
• Historical and/or expected size or number of trades for the account; and
• Number and range of supplementary advisory and client-related services provided to the client. The investment products and services available to be purchased in TPIA program accounts can be purchased by clients outside of a TPIA program account through broker-dealers or other investment firms not affiliated with SWA or the TPIA. Fees for Insurance Consulting Services SWA has engaged for a fixed annual fee with DPL Financial Partners, LLC (“DPL”) to obtain membership access to DPL’s platform of insurance consultation services. For providing platform services, DPL receives fees from the insurers that offer their products through the platform. These service fees are based on the insurance premiums received by the insurers from DPL members’ clients. SWA and its IARs receive a portion of the service fees from DPL for ongoing management and investment advisory services related to the insurance products. The receipt of these fees and the payment of the membership fee present a conflict of interest because SWA and its IARs have an incentive to recommend that clients purchase insurance products through DPL. Clients are reminded that they can purchase insurance products from other insurance companies and platforms where premiums may be higher or lower and the features of policies may differ.