FirstWave Financial, Inc. (“FirstWave Financial”) is an SEC-registered investment adviser with its principal place of business located in Florida. FirstWave Financial began conducting business in 1995. Listed below is the firm's indirect owner (i.e., those individuals and/or entities controlling 25% or more of this company).
• Laura K. Chiesman FWF offers portfolio management, participant-directed employee benefit services, miscellaneous financial planning and other services to its clients. These services are explained below. PORTFOLIO MANAGEMENT FWF provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client. Through personal discussions where goals and objectives based on a client's particular circumstances are established, we help our clients develop a personal investment objective and create and manage a portfolio based on that objective. During our data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we also review and discuss a client’s prior investment history, as well as family composition and background. We will generally manage advisory accounts on a discretionary basis which means that we will implement transactions without seeking prior client consent. Clients may impose reasonable restrictions on our discretionary authority, such as limiting the types securities or investment strategies utilized to service their account. Our investment recommendations consist mainly of mutual fund shares. However, clients may have other types of securities included in their portfolios when they become FWF clients. Therefore, we may also offer advice on the following securities:
• Exchange-listed securities
• Securities traded over-the-counter
• Foreign issuers
• Corporate debt securities (other than commercial paper)
• Certificates of deposit
• Municipal securities
• Fixed and Variable annuities
• Variable life insurance
• United States governmental securities
• Limited Partnerships/Unit Trusts FWF primarily recommends target portfolios consisting of mutual funds offered by Dimensional Fund Advisors (DFA). DFA sponsored mutual funds follow a passive asset class investment philosophy with low turnover. Consequently, the DFA fund fees are generally lower than fees and expenses charged by other types of funds. DFA fund fees are disclosed in each fund’s prospectus. We may also recommend fixed income securities to our advisory clients. Because some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the client’s stated investment objectives, tolerance for risk, liquidity and suitability. PARTICIPANT-DIRECTED EMPLOYEE BENEFIT PLAN SERVICES FWF also provides advisory services to participant-directed employee benefit plans through a five step process called The Retirement Plan Optimizer™. FWF will develop an understanding of the plan and, based on in-depth interviews with company personnel and reading of plan documents, will work to assist the plan sponsor in achieving their goals and objectives. A written report is provided summarizing these findings. FWF will analyze the plan's current investment platform, and assist the plan in creating an investment policy statement defining the types of investments to be offered and the restrictions that may be imposed. FWF will recommend investment options to achieve the plan's objectives, provide participant education meetings, and monitor the performance of the plan's investment vehicles. FWF will recommend changes in the plan's investment vehicles as may be appropriate from time to time. FWF will review the plan's investment vehicles and investment policy as necessary. FWF utilizes the services of outside third party administrators who offer administrative services to the plans. These services are separate and distinct from the advisory service of FWF and are offered for separate and typical compensation, not included in FWF’s advisory fees. FWF may determine to bear, at its sole discretion, any fees for third-party services. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. FWF may provide financial planning and related consulting services. Neither FWF nor its investment adviser representatives assist clients with the implementation of any financial plan, unless they have agreed to do so in writing. FWF does not monitor a client’s financial plan, and it is the client’s responsibility to revisit the financial plan with FWF, if desired. Subsequent to the initial financial planning engagement for a separate fee as described below, to the extent requested by the client thereafter, FWF may provide financial planning and related consulting services regarding non-investment related matters, such as tax and estate planning, insurance, etc. FWF may provide such consulting services inclusive of its advisory fee set forth at Item 5 below and/or for a separate and additional fee, based upon assets under management, special projects, etc.). FWF does not serve as an attorney or accountant, and no portion of its services should be construed as same. Accordingly, FWF does not prepare estate planning documents or tax returns. To the extent requested by a client, FWF may recommend the services of other professionals for certain non-investment implementation purpose (i.e., attorneys, accountants, insurance, etc.), including representatives of FWF in their separate individual capacities as licensed insurance agents. 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 FWF and/or its representatives. 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 licensed professional[s] (i.e., attorney, accountant, insurance agent, etc.), and not FWF, shall be responsible for the quality and competency of the services provided. Financial planning is an integrated evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. The key defining aspect of financial planning is that through the financial planning process, questions, information and analysis will be considered as they impact and are impacted by the overall financial and life situation of the client. As part of The WealthCare Solution™, clients receive a written report, providing them with a detailed financial plan designed to achieve their stated financial goals and objectives. A financial planning engagement can address any or all of the following areas:
• PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals.
• TAX & CASH FLOW: We analyze the client’s income tax and spending and planning for past, current and future years; then illustrate the impact of various strategies on the client's current income tax and future tax liability.
• INVESTMENTS: We analyze investment alternatives and their effect on the client's portfolio. We do this by performing in-depth client interviews and collecting any necessary and related documents from the client.
• RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals.
• ESTATE PLANNING: We review the client’s cash needs at death, income needs of surviving dependents and estate taxes that may be due.
• RISK MANAGEMENT & ASSET PROTECTION: We determine appropriate strategies to address health, property and professional risks a client may face. FWF gathers the required information to develop a client’s financial plan through in-depth personal interviews. Information gathered includes the client's current financial status, future goals and attitude towards risk. We carefully analyze documents supplied by the client, including a questionnaire completed by the client, and prepare a written report. FWF works together with the client and other professional advisers such as attorney, accountant, insurance agent, etc. to implement the recommendations contained in the plan. The client is under no obligation to engage the services of any recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from FWF. 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 licensed professional[s] (i.e., attorney, accountant, insurance agent, etc.), and not FWF, shall be responsible for the quality and competency of the services provided. Non-Discretionary Service Limitations. Clients that determine to engage FWF on a non- discretionary investment advisory basis must be willing to accept that FWF cannot effect any account transactions without obtaining prior consent to such transaction(s) from the client. Therefore, in the event that FWF would like to make a transaction for a client’s account (including in the event of an individual holding or general market correction), and the client is unavailable, FWF will be unable to effect the account transaction(s) (as it would for its discretionary clients) without first obtaining the client’s consent. Retirement Rollovers- 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 FWF recommends that a client roll over

their retirement plan assets into an account to be managed by FWF, such a recommendation creates a conflict of interest if FWF will earn new (or increase its current) compensation as a result of the rollover. If FWF provides a recommendation as to whether a client should engage in a rollover or not, FWF 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 FWF. Use of Mutual Funds: Most mutual funds are available directly to the public. Therefore, a prospective client can obtain many of the funds that may be utilized by FWF independent of engaging FWF as an investment advisor. However, if a prospective client determines to do so, he/she will not receive FWF’s initial and ongoing investment advisory services. Use of DFA Mutual Funds: FWF utilizes mutual funds issued by Dimensional Fund Advisors (“DFA”). DFA funds are generally only available through registered investment advisers. Therefore, if the client was to terminate FWF’s services, and not transition to another adviser who utilizes DFA funds, restrictions regarding additional purchases of, or reallocation among other, DFA funds will generally apply. Cryptocurrency. For clients who want exposure to cryptocurrencies, including Bitcoin, FWF , will advise the client to consider a potential investment in corresponding exchange traded securities, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Crypto is a digital currency that can be used to buy goods and services but uses an online ledger with strong cryptography (i.e., a method of protecting information and communications through the use of codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated and their price is determined by the supply and demand of their market. Because cryptocurrency is currently considered to be a speculative investment, FWF will not exercise discretionary authority to purchase a cryptocurrency investment for client accounts. Rather, a client must expressly authorize the purchase of the cryptocurrency investment. FWF does not recommend or advocate the purchase of, or investment in, cryptocurrencies. FWF considers such an investment to be speculative. Clients who authorize the purchase of a cryptocurrency investment must be prepared for the potential for liquidity constraints, extreme price volatility and complete loss of principal. Independent Managers. FWF may allocate a portion of the client’s investment assets among unaffiliated independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the Independent Managers shall have day-to-day responsibility for the active discretionary management of the allocated assets, including, to the extent applicable, proxy voting responsibility. FWF 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 that FWF shall consider in recommending Independent Managers include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. Socially Responsible Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by FWF ), there can be no assurance that investment in ESG securities or funds will be profitable or prove successful. FWF does not maintain or advocate an ESG investment strategy but will seek to employ ESG if directed by a client to do so. If implemented, FWF shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. Cash Positions. FWF continues to treat cash as an asset class. As such, unless determined to the contrary by FWF, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating FWF’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), FWF may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, FWF’s advisory fee could exceed the interest paid by the client’s money market fund. Portfolio Activity. FWF has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, FWF 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, 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 FWF determines that changes to a client’s portfolio are neither necessary nor prudent. Additionally, FirstWave Financial provides limited advice and due diligence with respect to fixed annuities and legacy positions on certain investments. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Account Aggregation Services. In conjunction with the services provided by third party vendors, FWF may also provide periodic comprehensive reporting services, which can incorporate all of the client’s investment assets including those investment assets that are not part of the assets managed by FWF (the “Excluded Assets”). FWF’s service relative to the Excluded Assets is limited to reporting services only, which does not include investment implementation. Because FWF does not have trading authority for the Excluded Assets, to the extent applicable to the nature of the Excluded Assets (assets over which the client maintains trading authority vs. trading authority designated to another investment professional), the client (and/or the other investment professional), and not FWF, shall be exclusively responsible for directly implementing any recommendations relative to the Excluded Assets. The client and/or their other advisors that maintain trading authority, and not FWF, shall be exclusively responsible for the investment performance of the Excluded Assets. Without limiting the above, FWF shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. In the event the client desires that FWF provide investment management services with respect to the Excluded Assets, the client may engage FWF to do so pursuant to the terms and conditions of the Agreement between FWF and the client. Client Obligations. In performing its services, FWF 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 FWF if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising FWF’s previous recommendations and/or services. Cybersecurity Risk. The information technology systems and networks that FWF and its third-party service providers use to provide services to FWF’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in FWF’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and FWF 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 FWF has established procedures to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that FWF 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. Disclosure Statement. A copy of FWF’s written Brochure and Client Relationship Summary, as set forth in this Part 2A of Form ADV and Form CRS respectively, shall be provided to each client prior to, or contemporaneously with, the execution of any agreement engaging FWF to provide advisory services. AMOUNT OF MANAGED ASSETS As of December 31, 2023, we were managing $0 of clients' assets on a discretionary basis and $0 of client’s assets on a non-discretionary basis.