Introduction to Sowa Financial Group, Inc. Sowa Financial Group, Inc., a Rhode Island corporation formed in 2000 ("SFG"), is a federally registered investment adviser, providing various investment supervisory services to a variety of clients, specifically individuals and high net worth individuals, trusts, estates and charitable organizations, corporations, and other business entities. Registration with any state or federal regulator does not imply a certain level of skill or training and does not imply any endorsement by a state or federal regulatory authority. I. SFG’s Principal Owner and Advisory Team. SFG requires all of SFG investment adviser representatives (“SFG Advisers)” to have an appropriate employment history in the area of business or finance that would indicate an ability to render investment advice and/or account management. SFG generally expects its SFG Advisers to have obtained (1) a FINRA Regulation General Securities (Series 7) or equivalent license; and/ or (2) a Series 65 (state investment adviser representative) license; and/or (3) a Series 66 (state investment adviser representative / agent); and/or (4) have achieved such professional designation recognized under the regulations of the Rhode Island Department of Business Regulations, including CERTIFIED FINANCIAL PLANNERTM* designation; or (4) otherwise qualify for registration as an investment adviser representative under the laws and regulations of the State of Rhode Island. Predecessor licenses may be substituted where applicable. SFG was founded by Donald Sowa and is principally owned by Donna Sowa Allard and Daniel Sowa. II. Services Overview SFG complies with applicable regulatory requirements and obligations to ensure that clients of SFG receive individualized treatment based on their identified objectives and financial situations. SFG provides the following services:  Investment Advisory Services, and  Financial Planning Services Each of these services is more fully described immediately below. A. INVESTMENT ADVISORY SERVICES Regular Review SFG provides its advisory clients continuous investment advisory services described below based upon client-identified objectives and constraints as well as perceived material changes in market conditions and performance criteria of client’s portfolio. Clients selecting SFG’s investment advisory services: (a) grant SFG discretionary authority over the account based on the information regarding client’s financial situation, investment objectives and other information provided by the client to SFG, from time to time; (b) may be subject to certain stated minimum portfolio amounts (See Item 7 below); and (c) may be charged different fees based on whether they are new or existing client, and/or as may be agreed with clients, and/or based on the relative complexity of the services, charge fees different from (but in no event higher than those stated) those outlined herein. (See Item 5 below). These distinctions are described below in Item 13. 1.Variations Advisory recommendations and/or strategies may or may not vary among clients, notwithstanding similar investment objectives, risk tolerances and/or other factors. No assurance can be given about the ultimate results or success of any investment or insurance recommendation or strategy. The client is encouraged to review all investment-related topics, together with SFG’s recommendations, with counsel, accountants and/or other advisers before implementing any SFG recommendation.
Service Components Clients choosing the Investment Advisory Service option receive the following advisory services: Portfolio Design or Review; periodic portfolio reviews; periodic reports and the SFG Newsletters. This Investment Advisory Service is designed for the client who desires regular and continuous supervisory oversight of their portfolio. (a) Portfolio Design or Review The Portfolio Design/Review process involves the gathering of information during meetings (generally one or two face to face meetings) and/or correspondence with clients from which the SFG Adviser obtains information relative to the client’s investment objectives, risk tolerance, assets and the like before any recommendation is made or investment strategy is determined. If the client decides to obtain services from SFG, client selects the desired service options and compensation method, opens accounts and arranges for the transfer of assets to a qualified custodian, typically National Financial Services, LLC. (NFS). Potential recommendations and strategies for the Portfolio Design are generally made during the second or third meeting after the SFG Adviser has an opportunity to review the client's information and formulate a recommendation and proposed strategy. The intent is to tailor recommendations and strategies to address client-identified objectives and incorporated client-specified restrictions. As a general guide, client objectives may align with one of the following descriptions:  Income with Limited Growth - This objective is the most conservative and focuses on the preservation of the initial investment and the generation of current income. A portfolio designed to address this objective will typically reflect that a majority of the assets are invested in fixed income/bonds/cash with up to 25% in equities/ stocks/alternative investments. It is anticipated that such a portfolio may fluctuate less than the overall market.  Income with Moderate Growth – This objective generally focuses on increasing capital sufficient to offset inflation over time while also generating current income. This portfolio designed will typically invest the majority of assets in fixed income / bonds / cash equivalents with up to 45% in equities / stocks / alternative investments. Generating income is the primary goal of this portfolio, with growth as a secondary goal. It is anticipated that such a portfolio may fluctuate slightly less than the overall market.  Growth and Income - This objective targets a balanced asset allocation consisting of equities/stock and fixed-income/bonds consistent with the overall market. A portfolio designed to address this objective seeks to provide growth as the primary objective with income as a secondary objective, with an allocation of up to 70% in equities/stocks and the remainder in fixed income/bonds/cash. It is anticipated that such a portfolio may demonstrate similar fluctuation characteristics as the overall market.  Primarily Growth - This objective targets long-term capital appreciation with little focus on the generation of current income. Depending on individual circumstances, a portfolio designed to address this objective is invested in a diversified portfolio of equity-oriented investments with growth as a primary goal. Such a portfolio will typically invest up to 85% of its assets in equities/stocks/alternative investments, with the remainder in fixed- income/bonds/cash. It is anticipated that such a portfolio may fluctuate more than the overall market.  Growth - This objective seeks maximum growth potential with little-to-no focus on generating current income. This long-term oriented portfolio is typically invested almost entirely in equities/stocks/alternative investments, with the remainder, if any, in fixed income/bonds/cash. This portfolio design offers the highest level of both risk and potential return. In addition to holding mutual funds whose objective is aggressive growth, this portfolio may also hold certain sector- type equities as well as individual securities. It is anticipated that such a portfolio may exhibit significant volatility during periods of market fluctuation. 2.Discretion / Non-Discretion SFG offers clients Investment Advisory services under which clients authorize and grant SFG discretionary authority over their accounts as further described in Item 16 below.
3.Trade Execution through Commonwealth (a)Implementation Upon development and implementation of an investment strategy for the account, SFG Advisers shall affect the purchase or sale of securities in his/her capacity as registered representative of Commonwealth through Commonwealth. SFG Advisers who are also registered representatives of Commonwealth are subject to both contractual and regulatory requirements to execute all securities trades through Commonwealth. See Item 12 below. (b)Custody SFG does not take custody of client funds and securities (aside from custody related to the drafting of advisory fees from client accounts or Standing Letters of Authority on file, as further described in Item 15). Custody and clearing services for accounts are provided with NFS, an affiliate of Fidelity Management Trust Company, Inc., as further described in Item 15. B. FINANCIAL PLANNING SERVICES 1.General In addition to, or instead of, Investment Advisory Services above, clients may, choose SFG’s Financial Planning Services. Financial Planning Services are offered to clients as a stand- alone, non-discretionary service, on a non-continuous or continuous basis as agreed upon by the client and the advisor.
2.Planning Service Where clients elect SFG’s Financial Planning Service, such service results in the presentation to the client of a written and/or electronic version of the financial plan as of a date certain (“Plan”) designed according to the client's input as of a specified date and dated instructions (it may range from an analysis of the client's complete financial picture to recommendations pertaining to a specific issue about which the client requires financial planning advice).
In general, the Financial Planning Service and the Plan identify client’s needs and goals taking into account client’s then identified investment objectives for the short and long term, client’s then identified risk tolerance, client’s assets and liabilities, and other information client believes might be helpful or pertinent to the SFG Adviser in constructing the Plan. The SFG Adviser takes the information supplied by client and performs a financial analysis to determine the components of the Plan and the basis for the SFG Adviser’s recommendations. Finally, the SFG Adviser provides the client with recommendations designed to meet client’s short and/or long term and/or other stated objectives, risk tolerance and investment criteria. Specific investment recommendations are not made in this process; rather, a client is presented with general advice as to potential sector and asset class allocation. 3.Financial Plan Review At client's request, an SFG Adviser will update and/or review an existing Plan to determine whether it continues to meet the client’s objectives, changed or otherwise. For the Financial Plan Review, the same financial planning criteria set forth above are utilized.
4.Implementation Once the SFG Adviser has completed the Financial Plan, a client is under no obligation to obtain additional services from SFG. The client may elect to take no action in respect of the Plan or may elect to take the Plan to whomever client chooses for additional action, including investment purchases, if any. If client determines to have SFG Advisers in their capacities as Commonwealth registered representatives implement the recommendations and/or have SFG actively manage or review a portfolio, client makes a portfolio services election pursuant to Item 4.A. immediately above and thereby becomes an Investment Advisory Services client.
C. Commonwealth Financial Program Offerings Commonwealth Financial Network (“Commonwealth”) makes available certain asset management programs to SFG as part of its contract with Commonwealth for platform services. These asset management programs are described below. In such cases where we offer Commonwealth’s asset management programs to you, SFG remains responsible for the suitability and appropriateness of the investment advisory services provided. This arrangement does not create an advisory relationship between Commonwealth and SFG or Commonwealth and you. It is our responsibility to comply with all laws, rules, and regulations governing the provision of investment advice to you, including, but not limited to, the Investment Advisers Act of 1940 (“Advisers Act”), as amended, and the rules promulgated thereunder, as well as all applicable state statutes, rules, and regulations that apply to our business. SFG is responsible for the accuracy of all records that reflect your financial condition, risk tolerance, and investment objectives of your account(s); that the orders that we place with or through Commonwealth on your behalf are suitable for you and consistent with our fiduciary duty to you; and that the investment advice and advisory services provided to you in general are and remain appropriate for you. Commonwealth will provide, or cause to be provided, to client’s trade confirmations and custodial account statements. Commonwealth will provide or will otherwise make available to the advisor duplicate trade confirmations and Client custodial account statements. SFG has entered into an agreement to offer clients access to certain programs offered by Commonwealth Financial Network (“Commonwealth”), an SEC-registered investment adviser. Specifically, Commonwealth’s PPS Select Account Program and retirement Plan Consulting Program may be offered. 1. PPS Select: The PPS Select Program offers a variety of model portfolios from which investors may choose. The PPS Select model portfolios are created and managed on a discretionary basis by Commonwealth’s Investment Management and Research team. The advisor will help the client determine which PPS Select models are best suited for the client based on his or her risk profile, investment objectives, and preferences, leaving the actual trading decisions to the

Investment Management and Research team. PPS Select offers a variety of model portfolios with varying investment product types, including mutual fund and ETF portfolios, equity portfolios, fixed income portfolios, and variable annuity subaccount portfolios.
2. Retirement Plan Consulting: We provide a fee-for-service consulting program whereby our advisors offer onetime or ongoing advisory services to qualified retirement plans. Through the Retirement Plan Consulting Program, advisors assist plan sponsors with their fiduciary duties and provide individualized advice based upon the needs of the plan and/or plan participants regarding investment management matters, such as:  Investment policy statement support  Plan menu design and monitoring  Service provider support  Participant advice programs III. IRA Rollover Considerations As part of our financial planning and advisory services, we may provide you with recommendations and advice concerning your employer retirement plan or other qualified retirement account. When appropriate, we may recommend that you withdraw the assets from your employer’s retirement plan or other qualified retirement account and roll the assets over to an individual retirement account (“IRA”) to be managed by our firm or a Third-Party Manager that we recommend. If you elect to roll the assets to an IRA under our management, we will charge you an asset-based fee as described in Item 5. This practice presents a conflict of interest because our Advisory Representative has an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Furthermore, if you do complete the rollover, you are under no obligation to have your IRA assets managed under our program or a Third- Party Managed Program. You have the right to decide whether to complete the rollover and the right to consult with other financial professionals. Some employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of each. An employee will typically have four options: 1. Leave the funds in your employer’s (former employer’s) plan. 2. Roll over the funds to a new employer’s retirement plan. 3. Cash out and take a taxable distribution from the plan. 4. Roll the funds into an IRA rollover account. Each of these options has advantages and disadvantages. Before making a change, we encourage you to speak with your financial advisor, CPA and/or tax attorney. Before rolling over your retirement funds to an IRA for us to manage or to a Third-Party Managed Program, carefully consider the following (NOTE: This list is not exhaustive): 1. Determine whether the investment options in your employer’s retirement plan address your needs or whether other types of investments are needed. a. Employer retirement plans generally have a more limited investment menu than IRAs. b. Employer retirement plans may have unique investment options not available to the public, such as employer securities or previously closed funds. 2. Your current plan may have lower fees than our fee and/or the Third-Party Manager’s fee combined. 1. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer’s retirement plan and how the costs of those share classes compare with those available in an IRA. 3. You should understand the various products and services available through an IRA provider and their costs. 4. It is likely you will not be charged a management fee and will not receive ongoing asset management services unless you elect to have such services. If your plan offers management services, the fee associated with the service may be more or less than our fee and/or the Third- Party Manager’s fee combined. 5. The Third-Party Manager’s or our management strategy may have higher risk than the options provided to you in your plan. 6. Your current plan may offer financial advice, guidance, management and/or portfolio options at no additional cost. 7. If you keep your assets titled in a 401(k) or retirement account, you could potentially delay your required minimum distribution beyond age 73. 8. Your 401(k) may offer more liability protection than a rollover IRA; each state varies. Generally, Federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies; however, there can be exceptions. Consult an attorney if you are concerned about protecting your retirement plan assets from creditors. 9. You may be able to take out a loan on your 401(k), but not from an IRA. 10. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or a home purchase. 11. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 12. Your plan may allow you to hire us or another firm as the manager and keep the assets titled in the plan name. It is important that you understand your options, their features, and their differences, and decide whether a rollover is best for you. If you have questions, contact us at our main number listed on the cover page of this brochure. In addition to complying with applicable SEC rules, SFG is subject to certain rules and regulations adopted by the U.S. Department of Labor when we provide nondiscretionary investment advice to retirement plan participants and IRA owners. When these DOL rules apply, our advisors and SFG are “fiduciaries”, for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the Internal Revenue Code of 1986 (“the Code”), as amended. Therefore, SFG and our advisors may not receive payments that create conflicts of interest when providing fiduciary investment advice to plan sponsors, plan participants, and IRA owners, unless we comply with a prohibited transaction exemption (“PTE”). Beginning December 20, 2021, SFG and our advisors will comply with ERISA and the Code by using PTE 2020-02. As fiduciaries under ERISA and the Code, we render advice that is in plan participants’ and IRA customers’ best interest. SFG’s and our advisors’ status as an ERISA/Code fiduciary is limited to ERISA/Code covered nondiscretionary advice and recommendations regarding rolling over a retirement account and does not extend to all situations. IV. Client Investment Restrictions Clients reserve the right to impose restrictions on certain securities or types of securities that they do not wish to be included in their investment portfolio. In the event that restrictions are imposed by the client, the advisor shall include the request in the client file and clearly notate the alert section of the CRM client profile to ensure the restriction is honored. Clients must provide and regularly update accurate and complete information identifying client’s investment objectives, risk tolerance and investment restrictions, if any, and other like information, when selecting Investment Advisory Services. Each Investment Advisory Service account is reviewed on a periodic basis by the client’s SFG Adviser to determine if the investments are in line with client’s identified objectives and that investment guidelines and account restrictions are being followed. V. Wrap Fee Programs SFG offers investment advisory services through the wrap fee program sponsored by Commonwealth, namely the Preferred Portfolio Services Select wrap fee program (“PPS Select Program”), which generally offers model portfolio allocations for investments in mutual funds and exchange traded funds. Clients selecting this service shall be provided with Commonwealth’s ADV and Regulation BI disclosures for the PPS Select Program, and the clients shall enter into a Program Client Agreement with Commonwealth as the wrap fee program sponsor and portfolio manager. For clients utilizing the PPS Select Program, SFG will, based on an assessment of the client’s financial needs and objectives, select the model portfolio or portfolios to be utilized by the client within the Select program. Portfolio management is provided by Commonwealths’ Asset Management team. SFG will provide ongoing oversight of the portfolio, including, but not limited to, determining if the selected model portfolio(s) remain appropriate over time in light of the client’s investment objectives, and make changes to the portfolio selections as may be necessary. VI. Assets Under Management As of December 31, 2023, SFG has the following assets under management: Non-Discretionary Discretionary TOTAL Assets: $0 $352,181,717.68 $352,181,717.68 VII. Program Choice Conflicts of Interest Clients should be aware that the compensation to SFG and your advisor will differ according to the specific advisory programs or services provided. This compensation to SFG and your advisor may be more than the amounts we would otherwise receive if you participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through our firm or from other sources. SFG and your advisor have a financial incentive to recommend advisory programs or services that provide us higher compensation over other comparable programs or services available from our firm or elsewhere that may cost you less. For example, the costs you will incur to have your account managed by our firm may be more than what other similar firms may charge. It’s important to understand all the associated costs and benefits the program and services you select so you can decide which programs and services are best suited for your unique financial goals, investment objective, and time horizon. We encourage you to review our Form CRS and to discuss your options with your advisor. In addition, Commonwealth offers our firm and our advisors one or more forms of financial benefits based on our total assets under management held at Commonwealth or in Commonwealth’s PPS Program accounts, as well as financial assistance for transitioning from another firm to Commonwealth. The types of financial benefits that your advisor may receive from Commonwealth include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, and account fees; technology fees; research package fees; financial planning software fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, and other forms of financial benefits that your advisor may have the opportunity to receive from Commonwealth provide a financial incentive for our firm and your advisor to select Commonwealth as broker/dealer for your accounts over other broker/dealers from which they may not receive similar financial benefits. Please see items 12 and 14 of this Brochure for more detailed information about these types of conflicts and our relationship with Commonwealth. Commonwealth charges our advisors an administrative fee at the same time clients are charged asset- based fees for their managed accounts. The administrative fee is charged to and paid by the advisor rather than the advisor’s clients and is calculated as a percentage of the total managed account assets, including cash and money market positions, held by the advisor’s clients. The administrative fee is used to offset Commonwealth’s maintenance costs associated with account reporting and reconciliation. In the same manner as many advisors offer asset management fee discounts to their larger clients, Commonwealth offers those advisors to whom it charges administrative fees discounts based on their total assets under management. As these advisors grow their business, Commonwealth’s economies of scale are shared with those advisors by reducing the percentage amount of administrative fees that would otherwise be charged to the advisors. The advisors receive discounts on the administrative fee when they reach specified asset levels, starting at $10 million. As the amount of the advisors’ client assets grows above certain levels, the advisors receive larger percentage discounts to the administrative fees. Some advisors have negotiated a flat administrative fee with Commonwealth. Others may have negotiated a specific payout for a period of time as part of their agreement to join the firm. Additionally, advisors with AUM of at least $25 million qualify for an increased payout percentage on their clients’ management fees, starting at 90.00% and rising to a maximum of 99.00% as their AUM grows. These discounts in administrative fees and higher payouts for reaching various AUM levels present a conflict of interest because they provide a financial incentive for advisors who receive the discounts to recommend PPS programs or other managed or wrap account programs over other available programs that do not offer such discounts or higher payouts to the advisors. On the other hand, because Commonwealth does not assess administrative fees to advisors when they use certain other third party managed account programs depending upon the costs and fees of a particular third-party program, advisors may have a financial incentive to use one or more third party programs, which also creates a conflict of interest.