Stern Capital Management, Inc. is a Securities and Exchange Commission (SEC) registered investment advisor with its principal place of business located in New Jersey. Stern Capital Management, Inc. began conducting business in 1996 as a sole-proprietorship and incorporated in 1999, and acts as a fiduciary for our clients. Listed below are the firm's principal shareholders (i.e., those individuals and/or entities controlling 25% or more of this company).
• Stuart Mark Stern, President Stern Capital Management, Inc. offers the following advisory services to our clients: Investment Advisory Services: Our firm provides portfolio management services to clients using model asset allocation portfolios. Each model portfolio is designed to meet a particular investment goal. The accounts will be invested in mutual funds exclusively or with ETF's offered through Charles Schwab & Company or another firm who will act as a custodian. Stern Capital Management, Inc. will never act as the custodian. Clients retain individual ownership of all securities. Stern Capital Management, Inc. does not participate in wrap fee programs. The investments will be selected from among a broad universe of mutual funds, EFT's, asset classes and style categories in accordance with a client's investment objectives. We manage these advisory accounts on a discretionary or non-discretionary basis. Account supervision is guided by the client's stated objectives (i.e., aggressive, moderately aggressive, moderate, moderately conservative, conservative and most conservative models). Any other securities (i.e.: individual stocks, bonds, or options) not found in the model portfolios are not recommended by the adviser and will be transacted on an unsolicited basis only. The adviser will not be responsible for monitoring the securities not found in its model portfolios. Through personal discussions with the client in which the client's goals and objectives are established, we determine if the model portfolio is suitable to the client's circumstances. Once we determine the suitability of the portfolio, the portfolio is managed based on the portfolio's goal, rather than on each client's individual needs. Clients, nevertheless, have the opportunity to place reasonable restrictions on the types of investments to be held in their account. Some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. To ensure that our initial determination of an appropriate portfolio remains suitable and that the account continues to be managed in a manner consistent with the client's financial circumstances, we will: 1. Send quarterly written reminders to each client requesting any updated information regarding changes in the client's financial situation and investment objectives. 2. Be reasonably available to consult with the client. 3. Maintain client suitability information in each client's file. Retirement Plan Rollovers: When leaving an employer, there are typically four options regarding the existing retirement plan: (1) leave the assets in the former employer’s plan, if permitted, (2) rollover the assets to the new employer’s plan, if one is available and rollovers are permitted, (3) rollover the assets to an Individual Retirement Account (IRA), or (4) take a full withdrawal in cash, which would result in ordinary income tax on the distribution amount and an additional IRS early withdrawal penalty, if the client is under age 59½. If we recommend that a client rollover their 401(k) or other qualified plan assets to an IRA, this rollover recommendation presents a conflict of interest in that we would receive compensation (or may increase current compensation) when investment advice is provided following the client’s decision to rollover their retirement plan assets. We will discuss retirement plan options including retention of the client’s 401(k) or qualified plan assets within the client’s current plan, if allowed. Prior to

making a decision, the client should carefully review the information regarding their rollover options and are under no obligation to rollover retirement plan assets to an account that we manage. General Disclosures Regarding ERISA and Qualified Accounts SCM is deemed to be a fiduciary to advisory clients that are participants of an employer retirement plan or owner of individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act (ERISA), and regulations under the Internal Revenue Code of 1986. As a fiduciary, we only recommend a rollover when we believe it is in the client’s best interest. Financial Planning: We offer financial planning services. Financial planning is a comprehensive evaluation of a client's current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information and analysis are considered as they impact and are impacted by the entire financial and life situation of the client. Clients purchasing this service receive a written report which provides the client with a detailed financial plan designed to assist the client achieve his or her financial goals and objectives. In general, the financial plan can address any or all of the following areas:
• PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals.
• TAX & CASH FLOW: We analyze the client's income tax and spending and planning for past, current and future years; then illustrate the impact of various investments on the client's current income tax and future tax liability.
• INVESTMENTS: We analyze investment alternatives and their effect on the client's portfolio.
• INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home and automobile.
• RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals.
• DEATH & DISABILITY: We review the client's cash needs at death, income needs of surviving dependents, estate planning and disability income.
• ESTATE: We assist the client in assessing and developing long-term strategies, including as appropriate, living trusts, wills, review estate tax, powers of attorney, asset protection plans, nursing homes, Medicaid and elder law. Stern Capital Management, Inc. is not an attorney and will not prepare documents. We will provide this service only in conjunction with the client's attorney. We gather required information though in-depth personal interviews. Information gathered includes the client's current financial status, tax status, future goals, return objectives and attitudes towards risk. We carefully review documents supplied by the client, including a questionnaire completed by the client, and prepare a written report. Should the client choose to implement the recommendations contained in the plan, we suggest the client work closely with his/her attorney, accountant, insurance agent, and/or stockbroker. Implementation of financial plan recommendations is entirely at the client's discretion. Financial planning recommendations are not limited to any specific product or service offered. We also provide general non-securities advice on topics that may include tax and budgetary planning, estate planning and business planning. A conflict exists between the interests of the investment adviser and the interests of the client. The client is under no obligation to act upon the investment adviser’s recommendation, and if the client elects to act on any of the recommendations, the client is under no obligation to effect the transaction through the investment adviser. Amount of Managed Assets: As of December 31, 2023, Stern Capital Management, Inc. had $218,114,396 of client's assets under management on a discretionary basis and $275,433 of client’s assets on a non-discretionary basis. Therefore, the total of client’s assets under management is $218,389,829.