Joseph Gunnar & Co., LLC is an SEC registered investment adviser based in New York. We are organized as a limited liability company under the laws of the State of Delaware. We have been providing investment advisory services since 1995. Joseph Gunnar Holding Co., LLC is our principal owner and Joseph Alagna, Anthony Sica, Mark Peikin, and Stephan Stein are indirect owners of Joseph Gunnar Holding Co., LLC. Messrs. Sica, Peikin and Stein hold less than 25% ownership of Joseph Gunnar Holding Co., LLC. Some of our representatives may conduct advisory business under the names Lellos Wealth Management and American Pride Wealth Management Group. As used in this brochure, the words "we," "our," "firm," and "us" refer to Joseph Gunnar & Co., LLC and the words "you," "your," and "client" refer to you as a client or prospective client of our firm. Also, you may see the term Associated Person in throughout this brochure. Our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. We offer portfolio management services exclusively through a wrap-fee program ("Program") as described in this wrap fee program brochure to prospective and existing clients. We are the sponsor and investment adviser for the Program. A wrap-fee program is a type of investment program that provides clients with asset management and brokerage services for one all-inclusive fee. If you participate in our wrap fee program, you will pay our firm a single fee, which includes money management fees, certain transaction costs, and custodial and administrative costs. You are not charged separate fees for the respective components of the total services. We receive a portion of the wrap fee for our services. The overall cost you will incur if you participate in our wrap fee program may be higher or lower than you might incur by separately purchasing the types of securities available in the Program. Prior to becoming a client under the Program, you will be required to enter into a written agreement with us that sets forth the terms and conditions of the engagement and describes the scope of the services to be provided and the fees to be paid. Client Investment Process We provide discretionary and non-discretionary portfolio management services within the Program in accordance with your individual investment objectives. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Subject to a grant of discretionary authorization, we have the authority and responsibility to formulate and implement investment strategies on your behalf. This authorization includes deciding which securities to buy and sell, when to buy and sell, and in what amounts, in accordance with your investment program, without obtaining your prior consent or approval for each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm and/or through trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. Assets for program accounts are held at RBC Correspondent Services ("RBC"), a division of RBC Capital Markets, LLC. RBC Capital Markets, LLC is an unaffiliated broker-dealer and member of NYSE/FINRA/SIPC. RBC also acts as executing and clearing firm for transactions placed in Program accounts, and provides other administrative services as described throughout this disclosure brochure. Changes in Your Financial Circumstances In providing the contracted services, we are not required to verify any information we receive from you or from your other professionals (e.g. attorney, accountant, etc.) and we are expressly authorized to rely on the information you provide. Furthermore, unless you indicate to the contrary, we shall assume that there are no restrictions on our services, other than to manage your account in accordance with your designated investment objectives. It is responsibility to promptly notify us if there are ever any changes in your financial situation or investment objectives for the purpose of reviewing/evaluating/ revising our previous recommendations and/or services. The Program Fee We charge an annual "wrap-fee" for participation in the Program depending upon the market value of your assets under our management. You are not charged separate fees for the different components of the services provided within the Program. Our firm pays all trade expenses of trades placed on your behalf. Our Program fee includes the fee we pay to any portfolio manager for their management of your account and RBC's transaction or execution costs. Assets in each of your account(s) are included in the fee assessment unless specifically identified in writing for exclusion. In special circumstances, and in our sole discretion, we may negotiate a lesser management fee based upon certain criteria (i.e., anticipated future earning capacity, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationship, account retention, etc.). On an annualized basis, our Program fees are as follows: Assets Under Management Maximum Annual Fee as % of Portfolio First $500,000 2.75% Next $500,000 2.25% Next $1,000,000 1.75% Next $3,000,000 1.00% Next $5,000,000 1.00% As a client, you should be aware that the wrap fee charged by our firm may be higher (or lower) than those charged by others in the industry, and that it may be possible to obtain the same or similar services from other firms at lower (or higher) rates. A client may be able to obtain some or all of the types of services available through our firm's wrap fee program on an individual basis through other firms and, depending on the circumstances, the aggregate of any separately paid fees may be lower or higher than the annual Program fees shown above. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. Our annual Program fee is billed and payable quarterly, in advance based on the value of your account on the last day of the previous quarter. If the portfolio management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the Program fee is payable only in proportion to the number of days in the quarter for which you are a client. Our Program fee is negotiable, depending on individual client circumstances. You may withdraw account assets on notice to our firm, and subject to the usual and customary securities settlement procedures. However, we design our portfolios as long-term investments and asset withdrawals may impair the achievement of your specific investment objectives. We will deduct our Program fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met:
• You provide our firm with written authorization permitting the fees to be paid directly from

your account held by the qualified custodian;
• We send the qualified custodian written notice of the amount of the fee to be deducted from your account;
• We send you an invoice showing the amount of the fee, the value of the assets on which the fee is based, the time period covered by the fee and the specific manner in which the fee was calculated, including any formulae used to calculate the fee; and
• The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts dispersed from your account including the amount of the advisory fee paid directly to our firm. Upon receiving an invoice and/or billing statement from our firm, we encourage you to reconcile our invoices with the statement(s) you receive from the qualified custodian. If you find any inconsistent information, please call our main office number located on the cover page of this disclosure brochure. Termination of Advisory Relationship You may terminate your agreement with us to participate in the Program upon 30 days' written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the wrap fee program agreement, which means you will incur advisory fees only in proportion to the number of days in the terminating quarter during which you were a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a pro-rated refund of those fees. Upon termination of accounts held at RBC, RBC will deliver securities and funds held in the account per your instructions unless you request that the account be liquidated. After the wrap fee program agreement has been terminated, transactions are processed at the prevailing brokerage rates/fees. You become responsible for monitoring your own assets and our firm has no further obligation to act upon or to provide advice with respect to those assets. If you have not received the brochure document(s) at least 48 hours prior to signing an agreement, you has five business days in which to cancel the agreement, without penalty. Wrap Fee Program Disclosures
• The benefits under a wrap fee program depend, in part, upon the size of the account, the management fee charged, and the number of transactions likely to be generated in the account. For example, a wrap fee program may not be suitable for accounts with little trading activity. In order to evaluate whether a wrap fee program is suitable for you, you should compare the Program Fee and any other costs of the Program with the amounts that would be charged by other advisers, broker-dealers, and custodians, for advisory fees, brokerage and other execution costs, and custodial services comparable to those provided under the Program.
• In considering the investment programs described in this brochure, you should be aware that participating in a wrap fee program may cost more or less than the cost of purchasing advisory, brokerage, and custodial services separately from other advisers or broker-dealers.
• Our firm and Associated Persons receive compensation as a result of your participation in the Program. This compensation may be more than the amount our firm or the Associated Persons would receive if you paid separately for investment advice, brokerage, and other services. Accordingly, a conflict of interest exists because our firm and our Associated Persons have a financial incentive to recommend the Program.
• Similar advisory services may be available from other registered investment advisers for lower fees. Additional Fees And Expenses The Program fee includes the costs of brokerage commissions for transactions executed through RBC (or a broker-dealer designated by RBC), and charges relating to the settlement, clearance, or custody of securities in your Program account. The Program fee does not include mark-ups and mark-downs, dealer spreads or other costs associated with the purchase or sale of securities, interest, taxes, or other costs, such as national securities exchange fees, charges for transactions not executed through RBC (or designee), costs associated with exchanging currencies, wire transfer fees, or other fees required by law or imposed by third parties. The client will be responsible for these additional fees and expenses. The Program fees that you pay to our firm for services included within the Program are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. We may trade client accounts on margin. Each client must sign a separate margin agreement before margin is extended to that client account. Program fees for advice and execution Program accounts are based on the total asset value of the account, which includes the value of any securities purchased on margin. While a negative amount may show on a client's statement for the margined security as the result of a lower net market value, the amount of the Program fee is based on the absolute market value. This could create a conflict of interest where we may have an incentive to encourage the use of margin to create a higher market value and therefore receive a higher Program fee. The use of margin may also result in interest charges in addition to all other fees and expenses associated with the security involved. State of California Required Disclosures While our firm endeavors at all times to offer clients specialized services at reasonable costs, the fees charged by other investments advisers for comparable services may be lower than the fees charged by our firm. Brokerage Practices If you participate in the Program, you will be required to establish an account with RBC. If you do not direct our firm to execute transactions through RBC, we reserve the right to not accept your account. Not all advisers require their clients to direct brokerage. Since you are required to use RBC, we may be unable to achieve the most favorable execution of your transactions. We believe that RBC provides quality execution services based on several factors, including, but not limited to, the ability to provide professional services, reputation, experience and financial stability. Research and Other Soft Dollar Benefits We do not have any soft dollar arrangements. Economic Benefits As a registered investment adviser we have access to the institutional platform of your account custodian. As such, we will also have access to research products and services from your account custodian. These products may include financial publications, information about particular companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our firm in the performance of our investment decision-making responsibilities. Such research products and services are provided to all investment advisers that utilize the institutional services platforms of these firms, and are not considered to be paid for with soft dollars. However, you should be aware that the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Assets Under Management As of December 31, 2023, we manage $20,888,609.51 in client assets on a discretionary basis and $10,129,529.25 on a non-discretionary basis.