A. Leelyn Smith, LLC (hereinafter, “Registrant” or “Leelyn Smith”) is an Illinois Limited Liability Company [36-4095744], originally formed as the Illinois Corporation The Retirement Network, Ltd. on June 26, 1996 in the State of Illinois, and later converted to an Illinois Limited Liability Company on June 19, 2020. Registrant became registered as an Investment Adviser Firm on March 20, 1997. Registrant is owned by Andrew Grider, and he is also the Registrant’s President. Christopher McManama is Registrant’s Chief Compliance Officer. The Registrant became registered with the SEC on June 14, 2018. B. As discussed below, Registrant offers to its clients (individuals, pension and profit sharing plans, business entities and trusts, etc.) investment advisory services, and, to the extent specifically requested by a client, financial planning and related consulting services. INVESTMENT ADVISORY SERVICES The client may engage Registrant to provide discretionary or non-discretionary investment advisory services on a wrap fee basis. (See discussion below). If a client engages Registrant on a wrap fee basis, the client will pay a single fee for bundled services (i.e. investment advisory, brokerage, custody). The services included in a wrap fee agreement will depend upon each client’s particular needs. Non-discretionary wrap fee services are typically offered in association with Leelyn Smith’s management of retirement accounts. The Registrant’s annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under the Registrant’s management, generally between 0.60% and 1.25%. Registrant’s annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of Registrant), Registrant may determine to charge for such additional services pursuant to a stand-alone Financial Planning Agreement (see below). Please Note: Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with Registrant. Registrant provides investment advisory services specific to the needs of each client. Before providing investment advisory services, an investment adviser representative will ascertain each client’s investment objectives. Thereafter, Registrant will allocate and/or recommend that the client allocate investment assets consistent with the designated investment objectives. Registrant primarily allocates client investment assets among various individual equity (stocks), debt (bonds) and fixed income securities, and mutual funds, exchange traded funds (“ETFs”), on a discretionary basis in accordance with the client’s designated investment objective(s). Once allocated, Registrant provides ongoing monitoring and review of account performance, asset allocation and client investment objectives. LEELYN SMITH WRAP FEE PROGRAM The Registrant provides investment management services on a wrap fee basis in accordance with Registrant’s investment management wrap fee program (the “Program”). The services offered under, and the corresponding terms and conditions pertaining to, the Program are discussed in the Wrap Fee Program Brochure, a copy of which is presented to all prospective Program participants. Under the Program, Registrant is able to offer participants discretionary investment management services, for a single specified annual Program fee, inclusive of trade execution, custody, reporting, and Registrant’s investment management fees. However, clients may incur additional fees as set forth below. The current annual Program fee range is negotiable to a maximum annual management fee of 1.25% (See Fee schedule at Item 5.A below), depending upon the amount and type of the Program assets. The terms and conditions for client participation in the Program are set forth in detail in the Wrap Fee Program Brochure, which is presented to all prospective Program participants in accordance with the disclosure requirements of Part 2A Appendix 1 of Form ADV. All prospective Program participants should read both Registrant’s Brochure and the Wrap Fee Program Brochure, and ask any corresponding questions that they may have, prior to participation in the Program. LPL Financial, a FINRA member broker-dealer (“LPL”) or Charles Schwab & Co., Inc. (“Schwab”) may serve as broker-dealer/custodian for the Program. Please Note: Under Registrant’s wrap program, the client receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. As indicated in the Wrap Fee Program Brochure, participation in the Program may cost more or less than purchasing such services separately. As also indicated in the Wrap Fee Program Brochure, the Program fee charged by Registrant for participation in the Program may be higher or lower than those charged by other sponsors of comparable wrap fee programs. ASSETMARK ASSET MANAGEMENT PROGRAM Registrant may recommend that clients participate in the AssetMark Platforms/Program (the “AssetMark Program” or “Platform”), which is sponsored by AssetMark, Inc. and custodied through AssetMark Trust Company (together “ATC”), a registered investment advisor and custodian, respectively. In certain instances, Pershing LLC may be used as a custodian. ATC consults with advisory firms to implement the platform for their advisory clients. The Firm participates in this program on a non- discretionary basis. In order to participate in the Platform, the Client and Leelyn Smith will enter into a Client Services Agreement (“CSA”) that outlines the services to be performed by the Leelyn Smith, the authority of Leelyn Smith and the Client over transactions in the Client’s account, the compensation payable by the Client and other important provisions governing participation in the Platform. Leelyn Smith evaluates the Client’s investment needs and objectives, consults with the Client concerning the Client’s participation in the Platform and is responsible for determining the suitability of various Platform Solution Types (“Solution Types”) for the Client’s investment objectives and financial condition. This information is used to determine specific solutions and strategies to be implemented in client accounts. AssetMark Program Fees are payable quarterly, in advance, for the upcoming calendar quarter, at the annual rates provided below and based on the preceding end of quarter market value for all Account assets. The Account Fee shall be calculated based on the end of quarter market value of all such Account assets, multiplied by one quarter (25%) of the applicable annual rate. Additional information on the Assetmark Program fee may be obtained by referencing the AssetMark Platform Disclosure Brochure. Included, as part of the client fee paid to Leelyn Smith, is an amount to be reallowed to ATC, the investment strategists, and others (the “ATC Program Fee”). The maximum total advisory fee charged will not exceed 2.50%. Certain custodian fees may be charged separately from the ATC Program Fee. A complete description of ATC and related fees and charges are described in ATC’s ADV Part 2A, and Appendix 1. Leelyn Smith will provide each of its clients an ATC Disclosure Brochure prior to or at the time an account is established. Important information on third party managers on the Platform is also included in this material. For more information, please refer to the AssetMark Platform Disclosure Brochure. FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) Registrant may be engaged to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand- alone separate fee basis. Registrant’s planning and consulting fees are negotiable, but generally range from $500 to $10,000 on a fixed fee basis, and from $150 to $350 on an hourly rate basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). In certain instances, the Financial Planning fee may be based upon a percentage of the client’s net worth, ranging from 0.10% to 0.40%, subject to a minimum charge of $5,000 annually. Prior to engaging Registrant to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Registrant commencing services. If requested by the client, Registrant may recommend the services of other professionals for implementation purposes, including certain of Registrant’s Principals and representatives in their individual capacities as investment adviser/registered representatives of LPL Financial (“LPL”) and/or licensed insurance agents. (See disclosure at Item 10.C). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Leelyn Smith. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. Please Also Note: It remains the client’s responsibility to promptly notify Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. If, and when, the Registrant is involved in a specific matter (i.e. estate planning, insurance, accounting-related engagement, etc.), it is the engaged licensed professionals (i.e. attorney, accountant, insurance agent, etc.), and not the Registrant that is responsible for the quality and competency of the services provided. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services: As indicated above, to the extent requested by a client, Registrant may provide financial planning and related consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. Registrant does not serve as an attorney or accountant, and no portion of its services should be construed as legal or accounting services. Neither the Registrant nor its investment adviser representatives assist clients with the implementation of any financial plan, unless they have agreed to do so in writing. Accordingly, Registrant does not prepare estate planning documents or tax returns. In addition, the Registrant does not monitor a client’s financial plan, and it is the client’s responsibility to revisit the financial plan with the Registrant, if desired. To the extent requested by a client, Registrant may recommend the services of other professionals for certain non-investment implementation purpose (i.e. attorneys, accountants, insurance agents, etc.), including representatives of Registrant in their separate individual capacities as registered representatives or investment adviser representatives of LPL Financial, a FINRA member broker-dealer and SEC-registered investment adviser (“LPL”) and/or as licensed insurance agents or including members our affiliated accounting firm, Leelyn Smith Tax, LLC for tax preparation and accounting-related services. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Registrant and/or its representatives. Please Note: If the client engages any recommended unaffiliated professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. At all times, the engaged unaffiliated licensed professional[s] (i.e. attorney, accountant, insurance agent, etc.), and not Registrant, shall be responsible for the quality and competency of the services provided. Please Also Note-Conflict of Interest: The recommendation by Registrant’s representative that a client purchase a securities or insurance commission product through Registrant’s representative in their separate and individual capacity as a registered representative of LPL and/or as an insurance agent, presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend investment or insurance products based on commissions to be received, rather than on a particular client’s need. No client is under any obligation to purchase any securities or insurance commission products through such a representative. Clients are reminded that they may purchase securities and insurance products recommended by Registrant through other, non-affiliated broker-dealers and/or insurance agents. Also, The recommendation by a Registrant representative that a client engage Leelyn Smith Tax, LLC for tax preparation and/or accounting-related services, presents a conflict of interest because Registrant’s affiliate will derive additional compensation from such engagement. No client or prospective client is obligated to engage Leelyn Smith Tax, LLC. Registrant will work with the tax professional of the client’s choosing. Please See Item 10 for more information regarding the affiliation with LPL and the conflict of interests. Registrant’s Chief Compliance Officer, Christopher McManama, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. Separately Managed Accounts - Independent Managers: Registrant may allocate (and/or recommend that the client allocate a portion of a client’s investment assets among unaffiliated separately managed accounts (“SMAs”) and/or independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the SMA or independent investment managers shall have day-to-day responsibility for the active discretionary management of the allocated assets. Registrant shall continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which Registrant shall consider in recommending SMAs or independent investment managers include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fee charged by the Independent Manager(s) is separate from, and in addition to, Registrant’s investment advisory fee as set forth in Item 5. below and which will be disclosed to the client before entering into the Independent Manager engagement and/or subject to the terms and conditions of a separate agreement between the client and the Independent Manager(s). Retirement Plan Rollovers – Potential for Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Registrant recommends that a client roll over their retirement plan assets into an account to be managed by Registrant, such a recommendation creates a conflict of interest if Registrant will earn new (or increase its current) compensation as a result of the rollover If Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant, whether it is from an employer’s plan or an existing IRA. Registrant’s Chief Compliance Officer, Christopher McManama, remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Structured Notes. Registrant may purchase Structured Notes for client accounts. A Structured Note is a financial instrument that combines two elements, a debt security and exposure to an underlying asset or assets. It is essentially a note, carrying counter party risk of the issuer. However, the return on the note is linked to the return of an underlying asset or assets (such as the S&P 500 Index or commodities). It is this latter feature that makes structured products unique, as the payout can be used to provide some degree of principal protection, leveraged returns (but usually with some cap on the maximum return), and be tailored to a specific market or economic view. Structured Notes will generally be subject to liquidity constraints, such that the sale thereof before maturity will be limited, and any sale before the maturity date could result in a substantial loss. There can be no assurance that the Structured Notes investment will be profitable, equal any historical performance level(s), or prove successful. Please Note: If the issuer of the Structured Note defaults, the entire value of the investment could be lost. See additional Risk Disclosure at Item 8 below. In the event that a client has any questions regarding the purchase of structured notes for their account, Registrant’s Chief Compliance Officer, Christopher McManama, remains available to address them. Registrant partners with an unaffiliated third party, Axio Financial, to provide customized and diverse structured product offerings, as described above. The Registrant, on a discretionary basis, may recommend that certain clients consider allocating a portion of their investment assets to these structured notes. The terms and conditions for participation in the structured notes, along with conflicts of interest and risk factors, are set forth in each structured note’s prospectus. Registrant has a conflict of interest as it has the incentive to recommend these structured notes as part a client’s portfolio. Registrant does not earn any brokerage commission or transaction fee in association with the sale of structured notes. Nor is Registrant a manager to the underlying structured note assets. No client is under any obligation to become an investor in the structured notes. Please Note: The Registrant may also recommend Halo Investing (“Halo”) to serve as the third- party provider of customized structured notes for client investment. Leelyn Smith receives an indirect economic benefit by using Halo’s services. To the extent that Halo provides products or services to any clients of Registrant, all such services shall be performed by Halo, in its separate capacity, independent of the Registrant, but for which services Registrant’s related person may receive a de minimis indirect economic benefit. Halo is not involved in providing investment advice on behalf of Leelyn Smith. Conflict of Interest: The recommendation by Registrant that a client is invested in a Halo product presents a conflict of interest, as Registrant could have the incentive to make such a recommendation based on an indirect economic benefit received, rather than on a particular client’s need. No client is under any obligation to invest in Halo products. In the event that a client has any questions regarding the purchase of structured notes for their account, Registrant’s Chief Compliance Officer, Christopher McManama, remains available to address them. Retirement Plan Consulting Services. The Registrant also provides discretionary and/or non- discretionary pension/retirement plan consulting services, in the capacity of a 3(21) and 3(38) advisor, pursuant to which it assists sponsors of self-directed retirement plans with the selection and/or monitoring of investment alternatives (generally open-end mutual funds) from which plan participants shall choose in self-directing the investments for their individual plan retirement accounts. In addition, to the extent requested by the plan sponsor, the Registrant shall also provide participant education designed to assist participants in identifying the appropriate investment strategy for their retirement plan accounts. The terms and conditions of the engagement shall generally be set forth in Retirement Plan Consulting Agreement between the Registrant and the plan sponsor. Trustee Directed Plans. Registrant may be engaged to provide discretionary investment advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, Registrant will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). Registrant will generally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. Participant Directed Retirement Plans. Registrant may also provide investment advisory and consulting services to participant directed retirement plans per the terms and conditions of a Retirement Plan Services Agreement between Registrant and the plan. For such engagements, Registrant shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by Registrant), and, to the extent engaged extent engaged to do so, may also provide corresponding education to assist the participants with their decision making process. Client Retirement Plan Assets. If requested to do so, Registrant can provide investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, Registrant shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the 401(k) platform. Registrant’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. Registrant will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify Registrant of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by the Registrant to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of Registrant calculating its advisory fee. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, Registrant generally recommends that Charles Schwab and Co., (“Schwab”) or LPL Financial, LLC (“LPL”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab and LPL charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian (while certain custodians, including Schwab, do not currently charge fees on individual equity transactions, others do). Currently, LPL charges transaction fees for ETFs, mutual funds, and equities utilized by Registrant, but Schwab does not. Although Registrant is not a frequent trader, its primary investment vehicles for client accounts are ETFs and mutual funds. Thus, clients who utilize LPL will incur transaction fees for ETF transactions that those at Schwab do not incur such fees (Please Note: there can be no assurance that either LPL or Fidelity will not change their transaction fee pricing in the future). When beneficial to the client, individual fixed‐income and/or equity transactions may be effected through broker‐dealers with whom Registrant and/or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker‐dealers (in which event, the client generally will incur both the transaction fee charged by the executing broker‐dealer and a “trade-away” fee charged by Schwab). These fees/charges are in addition to Registrant’s investment advisory fee at Item 5 below. Registrant does not receive any portion of these fees/charges. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Christopher McManama, remains available to address any questions that a client or prospective client may have regarding the above. However, Schwab (as do its primary competitors that provide similar pricing arrangements) require that cash proceeds to be automatically swept into a Schwab proprietary or affiliated money market mutual funds or cash sweeps accounts, which proprietary/affiliated Schwab funds/accounts do not provide the highest return available. Exception: To the extent that the Registrant executes transactions in conjunction with a wrap program and use of asset based pricing, transaction fees shall generally be included in the wrap advisory fee paid to the wrap program sponsor. Use of Mutual Funds and Exchange Traded Funds: While Registrant may recommend allocating investment assets to mutual funds and exchange traded funds that are not available directly to the public, Registrant may also recommend that clients allocate investment assets to publicly available mutual funds and exchange traded funds that the client could obtain without engaging Registrant as an investment adviser. However, if a client or prospective client determines to allocate investment assets to publicly available mutual funds or exchange traded funds without engaging Registrant as an investment adviser, the client or prospective client would not receive the benefit of Registrant’s initial and ongoing investment advisory services. Please Note: In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed below, clients will

also incur, relative to all mutual fund and Exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). Registrant is Chief Compliance Officer, Christopher McManama, remains available to address any questions that a client or prospective client may have regarding the above. Fee Dispersion: As indicated above, Registrant shall receive an investment advisory fee based upon a percentage (percentage) of the market value of the assets placed under management. The range shall generally be from 0.60% to 1.25%. Please see the program fees schedules set forth below at Item 5.A However, fees may vary depending upon various objective and subjective factors, including but not limited to: the representative assigned to the account, the amount of assets to be invested, the complexity of the engagement, the anticipated number of meetings and servicing needs, related accounts, future earning capacity, anticipated future additional assets, and negotiations with the client. As a result, similar clients could pay different fees, which will correspondingly impact a client’s net account performance. Moreover, the services to be provided by Registrant to any particular client could be available from other advisers at lower fees. All clients and prospective clients should be guided accordingly. Since Registrant’s representative shall receive a portion of the advisory fee charged to the client, a material conflict of interest arises, because an increase in the management fee paid by the client may result in increased compensation received by Registrant’s representative. Registrant’s Chief Compliance Officer, Christopher McManama, remains available to address any questions that a client or prospective client may have regarding the above fee disparity, impact on account performance, and conflict of interest. Please Note: Non-Discretionary Service Limitations: Clients that determine to engage Registrant on a non-discretionary investment advisory basis must be willing to accept that Registrant cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event of a market correction during which the client is unavailable, Registrant will be unable to effect any account transactions (as it would for its discretionary clients) without first obtaining the client’s consent. Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Registrant) will be profitable or equal any specific performance level(s). Variable Annuity Sub-divisions. The Registrant may also render discretionary investment management services to clients relative to variable annuity products that they may own. In so doing, Registrant directs the allocation of client assets among the various mutual fund sub-divisions which comprise the variable annuity product based upon the investment objectives of the client. Trade Error Policy: Registrant shall reimburse accounts for losses resulting from Registrant’s trade errors, however, if errors result in market gains, the net gains will be kept by the custodian. eMoney Advisor Platform: Registrant may provide its clients with access to online platforms hosted by “eMoney Advisor” (“eMoney”) and Orion. eMoney and Orion are software platforms that Leelyn Smith pays for entirely. The client does not pay for these subscriptions. The eMoney and Orion platforms allow a client to view their complete asset allocation, including those assets that Registrant does not manage (the “Excluded Assets”). Registrant does not provide investment management, monitoring, or implementation services for the Excluded Assets. Therefore, Registrant shall not be responsible for the investment performance of the Excluded Assets. Rather, the client and/or their advisor(s) that maintain management authority for the Excluded Assets, and not Registrant, shall be exclusively responsible for such investment performance. The client may choose to engage Registrant to manage some or all of the Excluded Assets pursuant to the terms and conditions of an Investment Advisory Agreement between Registrant and the client. The platforms also provide access to other types of information, including financial planning concepts, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by Registrant. Finally, Registrant shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other functions available on the eMoney or Orion platform without Registrant’s assistance or oversight. Riskalyze Advisor Platform: Registrant may provide its clients with access to an online platform hosted by “Riskalyze Inc.” (“Riskalyze”). Riskalyze is a software that Leelyn Smith pays for entirely. The client does not pay for this subscription. The Riskalyze platform is a third-party risk analysis software, which utilizes a testing process that gauges each client’s risk tolerance, and continually analyzes the risk within a client portfolio. Reporting includes stress testing, security risk/return profiles, security expense ratios, and expected income yields. If the client chooses, it may link to external accounts, including Excluded Assets. Registrant does not provide investment management, monitoring, or implementation services for the Excluded Assets. Therefore, Registrant shall not be responsible for the investment performance of the Excluded Assets. Rather, the client and/or their advisor(s) that maintain management authority for the Excluded Assets, and not Registrant, shall be exclusively responsible for such investment performance. The client may choose to engage Registrant to manage some or all of the Excluded Assets pursuant to the terms and conditions of an Investment Advisory Agreement between Registrant and the client. The Riskalyze platform also provides access to other types of information, including financial planning concepts, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by Registrant. Finally, Registrant shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other functions available on the Riskalyze platform without Registrant’s assistance or oversight. Albridge Advisor Platform: Registrant may provide its clients with access to an online platform hosted by “Albridge Solutions, Inc.” (“Albridge”). The Albridge platform is a third-party performance reporting software that aggregates all of a client’s accounts managed by Registrant. Albridge does not aggregate account data for any external accounts. The Albridge platform also provides access to other types of information, including financial planning concepts, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by Registrant. Finally, Registrant shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other functions available on the Albridge platform without Registrant’s assistance or oversight. Unaffiliated Private Investment Funds. Registrant may also provide investment advice regarding unaffiliated private investment funds. Registrant, on a non-discretionary basis, may recommend that certain qualified clients consider an investment in unaffiliated private investment funds. Registrant’s role relative to the private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become a private fund investor, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of Registrant calculating its investment advisory fee. Registrant’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund, and acknowledges and accepts the various risk factors that are associated with such an investment. Please Note: Valuation. In the event that Registrant references private investment funds owned by the client on any supplemental account reports prepared by Registrant, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor. However, if subsequent to purchase, the fund has not provided an updated valuation, the valuation shall reflect the initial purchase price. If subsequent to purchase, the fund provides an updated valuation, then the statement will reflect that updated value. The updated value will continue to be reflected on the report until the fund provides a further updated value. Please Also Note: As result of the valuation process, if the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s fund holding(s) could be significantly more or less than the value reflected on the report. Unless otherwise indicated, the client’s advisory fee shall be based upon the value reflected on the report. Asset-Based Pricing Arrangements and Limitations. In connection with its role as a wrap program sponsor, Registrant generally recommends that clients enter into an “Asset-Based” pricing agreement with the account broker-dealer/custodian. Under an asset based pricing arrangement, the amount that a client will pay the custodian for account commission/transaction fees is based upon a percentage (%) of the market value of the account, generally expressed in basis points and/or a percentage. One basis point is equal to one one- hundredth of one percent (1/100th of 1%, or 0.01% (0.0001). This differs from transaction-based pricing, which assesses a separate commission/transaction fee against the account for each account transaction. Account investment decisions are driven by security selection and anticipated market conditions and not the amount of transaction fees payable by you to the account custodian. Under either the asset-based or transaction-based pricing scenario, the fees charged by the respective broker-dealer/custodian are separate from, and in addition to, the advisory fee payable by the client to Registrant per Item 5 below. Registrant does not receive any portion of the asset based transaction fees payable by you to the account custodian. You are under no obligation to enter into an asset-based arrangement, and, if you do, you can request at any time to switch from asset based pricing to transactions based pricing, However, there can be no assurance that the volume of transactions will be consistent from year-to-year given changes in market events and security selection. Thus, given the variances in trading volume, any decision by the client to switch to transaction based pricing could prove to be economically disadvantageous. Registrant’s Chief Compliance Officer, Christopher McManama, remains available to address any questions that a client or prospective client may have regarding Asset-Based versus Transaction- Based pricing. Portfolio Activity. The Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, fund manager tenure, style drift, market conditions, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Of course, as indicated below, there can be no assurance that investment decisions made by Registrant will be profitable or equal any specific performance level(s). Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Cash Sweep Accounts. Account custodians generally require that cash proceeds from account transactions or cash deposits be swept into and/or initially maintained in the custodian’s sweep account. The yield on the sweep account is generally lower than those available in money market accounts. To help mitigate this issue, Registrant shall generally purchase a higher yielding money market fund available on the custodian’s platform with cash proceeds or deposits, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to, the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within the Registrant’s actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any of the Registrant’s unmanaged accounts. Cybersecurity Risk. The information technology systems and networks that Registrant and its third- party service providers use to provide services to Registrant’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Registrant has established its processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that Registrant does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Use of Pontera Platform. The Registrant uses the Pontera platform made available by Pontera Solutions, Inc. (“Pontera”), a third party online platform, to assist with management of clients’ “held away” accounts, including 401(k)s, 403(b)s, annuities, and 529 education savings plans, and as an order management system for such accounts where Registrant implements tax-efficient asset location and opportunistic rebalancing strategies on behalf of the client. The specific fee schedule charged by the Registrant for account management of held away assets is established in the client’s written agreement with the Registrant. To facilitate use of the Pontera platform, the client securely logs into the Pontera site and entitles the Registrant to manage the assets. Pontera charges the Registrant 25 bps for each managed account. Clients do not pay any additional fee to Pontera or to the Registrant in connection with platform participation. The Registrant is not affiliated with the Pontera platform in any way and receives no compensation from them for using their platform. Client Obligations: In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. Disclosure Brochure: A copy of Registrant’s written Brochure as set forth on Part 2A of Form ADV, along with the Firm’s Part 2A Appendix 1 (Wrap Fee Program Brochure) and Form CRS (Relationship Summary) as applicable, shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement, Financial Planning and Consulting Agreement, or the Retirement Plan Services Agreement. Educational Seminars: Registrant may provide educational seminars and workshops about general financial planning and investment advisory topics on an infrequent and limited basis. Workshops typically focus on pension plans, 401(k) plan options and various benefits. Registrant does not receive any form of compensation in exchange for this service. Consultation Workshops: Leelyn Smith may provide consultation services to clients on any topic of client concern. There is no charge for this service. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using:
• Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and,
• Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral; These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e. custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Registrant does not recommend such borrowing unless it is for specific short- term purposes (i.e. a bridge loan to purchase a new residence). Registrant does not recommend such borrowing for investment purposes (i.e. to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Registrant:
• by taking the loan rather than liquidating assets in the client’s account, Registrant continues to earn a fee on such Account assets; and,
• if the client invests any portion of the loan proceeds in an account to be managed by Registrant, Registrant will receive an advisory fee on the invested amount; and,
• if Registrant’s advisory fee is based upon the higher margined account value (see margin disclosure at Item 5 below), Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loans. C. Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). Leelyn Smith also provides financial planning and workshops to clients. In order to provide these services to clients, Leelyn Smith will gather the necessary information through in-depth interviews. Information gathered will pertain to each client’s current financial status, future goals and risk tolerance. Leelyn Smith’s advisory representatives will review the documentation and information each client has supplied to help determine the appropriate service to be provided. The client may, at any time, impose reasonable restrictions, in writing, on Registrant’s services. D. If a client engages Registrant on a wrap fee basis, the client will pay a single fee for bundled services (i.e. investment advisory, brokerage, custody) (See Item 4.B). The services included in a wrap fee agreement will depend upon each client’s particular need. Please Note: When managing a client’s account on a wrap fee basis, Registrant shall 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. As noted above, Leelyn Smith is a participating investment adviser in an unaffiliated wrap and managed account fee program. The AssetMark Program for which Leelyn Smith manages investment advisory accounts on a non-discretionary basis is sponsored by ATC. With respect to the mutual fund asset allocation programs offered on a wrap-fee basis in which Leelyn Smith is a participating investment adviser, clients pay their fees directly to ATC who, in turn, remits a portion of those fees to Leelyn Smith. Sponsored programs may also incorporate the use of ETF’s, stocks, and bonds. Leelyn Smith does not sponsor or manage this program. The advisory fees remitted to Leelyn Smith are based upon an annual percentage of assets under management in accordance with the fee schedule referenced in Item 5.A below, and are calculated by ATC on a quarterly basis. Wrap Program-Conflict of Interest. Under Registrant’s wrap program, the client generally receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. Participation in a wrap program may cost the client more or less than purchasing such services separately. The terms and conditions of a wrap program engagement are more fully discussed in Registrant’s Wrap Fee Program Brochure. Conflict of Interest: Because wrap program transaction fees and/or commissions are being paid by Registrant to the account custodian/broker- dealer, Registrant could have an economic incentive to maximize its compensation by seeking to minimize the number of trades in the client's account. See separate Wrap Fee Program Brochure. Registrant’s Chief Compliance Officer, Christopher McManama, remains available to address any questions that a client or prospective client may have regarding a wrap fee arrangement and the corresponding conflict of interest. Please Note: Wrap/Separate Managed Account programs. As noted above, Registrant is engaged to provide investment advisory services as part of an unaffiliated wrap-fee program and Registrant will be unable to negotiate commissions and/or transaction costs. Under a wrap program, the wrap program sponsor arranges for the investor participant to receive investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. Participation in a wrap program may cost the participant more or less than purchasing such services separately. In the event that Registrant is engaged to provide investment advisory services as part of an unaffiliated managed account program, Registrant will likewise be unable to negotiate commissions and/or transaction costs. If the program is offered on a non-wrap basis, the program sponsor will determine the broker-dealer though which transactions must be effected, and the amount of transaction fees and/or commissions to be charged to the participant investor accounts. Please Also Note: Since the custodian/broker-dealer is determined by the unaffiliated program sponsor, Registrant will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a result, client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case through alternative clearing arrangements recommended by Registrant. Higher transaction costs adversely impact account performance. Leelyn Smith will have an incentive to not recommend certain types of securities because of the higher ticket charges it will incur. For example, Leelyn Smith will not be charged in connection with Client orders in certain mutual funds that participate in a No Transaction Fee ("NTF") program, but will be charged for the purchase of shares in no-load or load waived, non-NTF mutual funds that do not participate in the NTF program. This pricing structure creates a conflict of interest and presents Leelyn Smith with an incentive to recommend NTF program funds over other mutual funds. In addition, Leelyn Smith will be charged transaction fees for each trade with respect to exchange traded funds ("ETFs") depending upon which custodian is selected for use with the client, which creates a similar conflict of interest. Leelyn Smith is also charged various fees in connection with trades in individual equities, options and fixed income securities (such as municipal bonds and corporate bonds), including trade away fees in connection with individual equities and fixed income securities. This creates a conflict of interest and provides Leelyn Smith with an incentive to recommend a custodian that does not charge these transaction or commission fees. Leelyn Smith strives to use the lowest cost, and most optimal, share class in each client account based on the client’s individual suitability profile regardless of transaction fee cost charged to Leelyn Smith. Leelyn Smith uses the share class option which is least expensive to the client whenever possible. E. As of December 31, 2023, Registrant had $602,014,232 in assets under management on a discretionary basis and $1,348,583 in assets under management on a non-discretionary basis.