Description of Services and Fees We are a registered investment adviser based in Yorktown Heights, New York. We are organized as a corporation under the laws of the State of New York and we have been providing investment advisory services since 2003. Donald Newsholme is our principal owner. Currently, we offer the following investment advisory services, which are personalized to each individual client:
•Portfolio Management Services
•Financial Planning Services The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. Also, you may see the term Associated Person throughout this Brochure. As used in this Brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Additionally, the words "we," "our," and "us" refer to Newsholme Financial Group, Inc. and the words "you," "your," and "client" refer to you as either a client or prospective client Portfolio Management Services We offer RASA 044 Accounts ("RASA") as a non-commissionable advisory account where we can purchase load waived and no-load mutual funds and other equity, debt and option securities for you. Our Advisory Representative will obtain the relevant financial data from you and assist you in the selection of suitable investments. We will base our investment strategy on your specific goals and situation. In addition, you have the opportunity to place reasonable restrictions on investments held within your RASA account.
Subject to any written guidelines, which you may provide, we are granted discretion and authority to manage the account. Under such arrangements, we are authorized to perform various functions without your further approval. Such functions include the determination of the securities to be purchased/sold and the amount of securities to be purchased/sold. Once the portfolio is constructed, we provide continuous supervision and re-balancing of the portfolio as changes in market conditions and your circumstances require. In limited circumstances, we will implement unsolicited investment decisions requested by you in RASA account.
Effective 1/1/2005, the annual fee for portfolio management services is billed quarterly in advance based on the market value of the assets in your account on the last day of the preceding quarter. If you retained us prior to 01/01/2005, the annual fee for portfolio management services will be billed quarterly in arrears based on the value of the market value of assets in your account on the last day of the quarter. Fees will be assessed pro rata in the event the portfolio management agreement is executed at any time other than the first day of a calendar quarter, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. On an annualized basis, our fees for portfolio management services are based on the following negotiable tiered fee schedule: Portfolio Size Maximum Annual Fee 0 - $350,000 2.00% $350,001 - $700,000 1.75% $700,001 - $1,000,000 1.25% Over $1,000,000 0.75% 4 ©2017 National Compliance Services 800-800-3204 We may, at our discretion, negotiate the annual fee for clients whose portfolio value exceeds $1 million dollars. Moreover, we may adjust the advisory fee for transactions where we or our principals receive compensation from other sources (i.e. commissions from the sale of investment products, such as variable investment products, among others). We reserve the right to determine whether the portfolio management fees will be waived or offset by a portion of the commissions earned from the purchase of loaded investment products in your accounts. In certain circumstances, clients may be charged fees which differ from the fee schedule stated above. For example, clients may be charged a flat percentage based fee on total assets in lieu of a tiered fee.
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.
The qualified custodian holding your funds and securities will calculate our portfolio management fee and directly debit the fee from your account. Our fee will be deducted only when you have given written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. You may terminate the portfolio management agreement upon 30 days' written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. If you do not provide 30 days written notice, prior to terminating the agreement, you may be billed for the amount of day's notice that was not given in advance.
Financial Planning and Consulting Services We offer broad-based, modular, and consultative financial planning services to our clients and prospective clients. Financial planning will typically involve providing a variety of advisory services to clients regarding the management of their financial

resources based upon an analysis of their individual needs. If you retain our firm for financial planning services, we will meet with you to gather information about your financial circumstances and objectives. Once we review and analyze the information you provide to our firm, we will deliver a written plan to you, designed to help you achieve your stated financial goals and objectives.
We also offer on-going financial planning services. These services include advice on existing or potential investment products, account re-balancing, and/or asset allocation, among others.
Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to our firm. You must promptly notify our firm if your financial situation, goals, objectives, or needs change.
You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any brokerage firm.
5 ©2017 National Compliance Services 800-800-3204 We charge a fixed fee for financial planning services, which generally ranges between $500 and $5,000. The fee is negotiable depending upon the complexity and scope of the plan, your financial situation, and your objectives. When the scope of the financial planning services has been agreed upon, we will determine the applicable fee. We require that you pay an initial minimum retainer of one quarter (25%) of the estimated financial planning fee in advance of any services rendered. The remaining balance will be due and payable upon completion of the contracted service(s). In limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, we will notify you and request that you approve the additional fee.
For on-going financial planning, we charge a non-negotiable fee of $1,000 per annum ($250 per quarter) billed quarterly in advance. We will not require prepayment of a fee more than six months in advance and in excess of $500.
We may also provide investment-related consulting services on 401(k) or other retirement plans where the plan assets are not held at Osaic Wealth, Inc. Consulting services may include, but are not limited to, advice on existing or potential investment products, account re-balancing and/or asset allocation. We charge a negotiable fee $250 per hour for consulting services. The fees for hourly consulting are due upon completion of the contracted services.
Should you decide to implement the plan using our portfolio management services; we may waive or offset a portion of the financial planning fee. We reserve the right to determine whether the financial planning fee will be waived or offset by the fees earned in the implementation process. The scope and complexity of the financial planning services that were provided will determine the waiver or offset of the fee.
You may terminate the financial planning agreement by providing written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the agreement. If you have pre- paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees.
Types of Investments We offer advice on equity securities, certificates of deposit, municipal securities, variable annuities, mutual fund shares, United States government securities, ETFs and interests in partnerships investing in real estate.
Additionally, we may advise you on various types of investments based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship.
Since our investment strategies and advice are based on each client's specific financial situation, the investment advice we provide to you may be different or conflicting with the advice we give to other clients regarding the same security or investment.
You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing.
IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, 6 ©2017 National Compliance Services 800-800-3204 which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must:
•Meet a professional standard of care when making investment recommendations (give prudent advice);
•Never put our financial interests ahead of yours when making recommendations (give loyal advice);
•Avoid misleading statements about conflicts of interest, fees, and investments;
•Follow policies and procedures designed to ensure that we give advice that is in your best interest;
•Charge no more than is reasonable for our services; and
•Give you basic information about conflicts of interest. Assets Under Management As of December 31, 2022 we manage $60,058,433 in client assets on a discretionary basis. We do not manage assets on a non-discretionary basis.