A. Lowe Wealth Advisors, LLC (the “Registrant”) is a Maryland limited liability company formed in March 2011 under the original name of “Lowe FS, LLC.” The Registrant changed its name to “Lowe Wealth Advisors, LLC” in May 2016. The Registrant became registered as an investment adviser with the Securities and Exchange Commission on June 22, 2011. Registrant is principally owned by Lowe & Associates Financial Services, LTD., which is principally owned by: Harold A. Lowe, Registrant’s President; and Gregory A. Lowe, Registrant’s Vice President and Chief Compliance Officer. B. Registrant offers to its clients (individuals, high net worth individuals, pension and profit sharing plans, etc.) investment management services, wealth management services, financial planning and consulting services, and retirement plan consulting services as described below. STANDARD INVESTMENT ADVISORY SERVICES Clients can engage Registrant to provide discretionary and/or non-discretionary investment advisory services and financial planning / consulting services on a fee basis. Before engaging Registrant to provide these services, clients are required to enter into an applicable form of 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 fee that is due from the client. Wealth Management Services Clients can engage Registrant to provide Wealth Management Services, which include financial planning services in addition to investment management services on a discretionary or non-discretionary fee basis. To commence the Wealth Management Services engagement, a representative will first coordinate with the client to develop their investment objectives (including risk tolerance, time horizon, and other similar factors) that affect the client’s current and anticipated financial status. The Registrant will then perform initial financial planning services that typically include data gathering, development of financial goals, and the determination of anticipated and acceptable risk based upon a review of cash flow, assets, debts, insurance needs, market volatility, and inflation. Next, the Registrant will allocate and/or recommend that the client allocate investment assets consistent with the designated investment objectives and the financial plan. The Registrant primarily allocates investment assets among mutual funds and exchange traded funds (“ETFs”) generally following the parameters of one or more similarly managed investment allocation models described in Item 8.C. below. However, Registrant typically adjusts its trading strategies within the models on an individualized client basis depending upon each client’s investment objectives and/or tax consequences. When consistent with client investment objectives, the Registrant may also allocate investment assets among individual debt and equity securities, options, and unaffiliated private funds (on a non- discretionary basis) for certain qualified clients. Finally, when consistent with a client’s investment objectives, the Registrant may recommend that certain clients consider making one or more private mortgage loans in conjunction with the loan programs established by “Principal Lenders Group” d/b/a “RKS Capital Funding” as discussed further below. If a client chooses to make such loan(s), Registrant offers to provide periodic consultations, research, recommendations and administrative support with respect to such loan(s). This arrangement presents a material conflict of interest, please refer to the “Miscellaneous” Section below for more information. Once the assets are allocated, the Registrant provides ongoing monitoring and review of account performance and asset allocation as compared to client investment objectives and may rebalance the account on a discretionary or non-discretionary basis. The Registrant will also provide limited financial planning services that typically include the review of account performance as compared to established financial goals and risks, and any changes that could affect the goals that the financial plan seeks to achieve. If the Registrant determines in its sole discretion that the client is seeking extraordinary planning and/or consultation services, the Registrant may determine to charge for those additional services according to a stand-alone Financial Planning Agreement (see below). Investment Management Services Clients who choose not to receive financial planning services as part of the investment advisory process may engage Registrant to provide Investment Management Services on discretionary or non-discretionary fee basis. To commence the Investment Management Services engagement, a representative will first coordinate with the client to develop their investment objectives (including risk tolerance, time horizon, and other similar factors) that affect the client’s current and anticipated financial status. The Registrant will then allocate and/or recommend that the client allocate investment assets consistent with the designated investment objectives. The Registrant primarily allocates investment assets among mutual funds and ETFs generally following the parameters of one or more similarly managed investment allocation models described in Item 8.C. below. However, Registrant typically adjusts its trading strategies within the models on an individualized client basis depending upon each client’s investment objectives and/or tax consequences. When consistent with client investment objectives, the Registrant may also allocate investment assets among individual debt and equity securities, options, and unaffiliated private funds (on a non-discretionary basis) for certain qualified clients. Finally, when consistent with a client’s investment objectives, the Registrant may recommend that certain clients consider making one or more private mortgage loans in conjunction with the loan programs established by “Principal Lenders Group” d/b/a “RKS Capital Funding” as discussed further below. If a client chooses to make such loan(s), Registrant offers to provide periodic consultations, research, recommendations and administrative support with respect to such loan(s). This arrangement presents a material conflict of interest, please refer to the “Miscellaneous” Section below for more information. Once the client’s assets are allocated, the Registrant provides ongoing monitoring and review of account performance and asset allocation as compared to client investment objectives and may rebalance the account on a discretionary or non-discretionary basis as applicable. 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 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, 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 loan. ERISA PLAN and 401(k) INDIVIDUAL ENGAGEMENTS:
• 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 to do so, may also provide corresponding education to assist the participants with their decision making process. Financial Planning and Consulting Services (Stand-Alone) To the extent requested by a client, the Registrant may also provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, retirement planning, educational planning, business planning, and tax / cash flow planning, etc.) per the terms and conditions of a separate written agreement and fee, the fee for which shall generally be based upon the individual providing the service and the scope of the services to be provided, on a stand- alone, separate fee basis resulting in the presentation of a written financial plan. The written financial plan provided may include multiple models, stress-tested variations and various goal scenarios. 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. LWA MEDICAL SERVICES Registrant also offers investment advisory services geared toward certain clients who are actively engaged in a medical profession, such as: Residents, Fellows, Physicians, Nurses, Nurse Practitioners, Physician Assistants and other Medical Specialists (collectively, “Medical Professionals”). These Medical Professionals may choose to engage the Registrant to provide investment advisory services according to the following specialized service offerings: LWA Medical Fast Track Planning The “LWA Medical Fast Track Planning” service offers Medical Professionals an opportunity to engage Registrant in a limited capacity to provide financial planning advice and service addressing three specific financial issues selected by the client. Under this engagement, clients are required to provide specific documents as requested with respect to those three financial issues. Registrant will then gather data needed to respond and make recommendations, and ultimately conduct a thirty minute online video or in-person meeting to help identify the client’s particular financial situation and objectives. Registrant will then develop recommendations, analysis, and a plan of action related to the three focus areas and present the client with findings and a limited financial plan during a one hour video or in-person meeting. LWA Medical Financial Planning Registrant offers its “LWA Financial Planning” service to Medical Professionals seeking ongoing financial guidance and assistance defining investment objectives and action items, along with the development of a written financial plan. The specific areas of focus generally include but are not necessarily limited to investment and non-investment related matters such as: estate planning, insurance planning, retirement planning, educational planning, business planning, and tax / cash flow planning. Under this service offering, Medical Professionals can choose to engage Registrant to initially provide a “vision and goals” meeting to discuss financial planning objectives; followed by the preparation of a written financial plan with action items that are presented during a subsequent meeting. All meetings may be conducted in-person or through an online video platform. The written financial plan may include multiple models, stress- tested variations and various goal scenarios. After delivering the initial written financial plan, the Registrant will provide the following services: responses to ongoing financial planning and consulting inquiries upon request; participation in annual review meetings to discuss and update the written financial plan and analysis; periodic communications to confirm goals, vision, overall planning data and assumptions; access to an online platform for comprehensive reporting services and other information including financial planning concepts; and an annual review of the client’s investment portfolio and employer retirement plan options. If the Registrant determines in its sole discretion that the client is seeking extraordinary planning and/or consultation services, the Registrant may determine to charge for those additional services according to a stand-alone Financial Planning Agreement (see above). LWA Medical Passive Investment Management Medical Professionals having investment portfolios valued at less than $250,000 may choose to engage Registrant to provide its “LWA Medical Passive Investment Management” service offering. Under this engagement, Registrant offers management of a passive investment strategy based upon analysis of account data, investment objectives, and risk tolerance. The portfolio will generally seek to invest in low cost and tax efficient holdings including ETFs, index-based mutual funds and other investments. Because the portfolio will be passive in nature, the allocation will be reviewed from time to time to ensure the criteria meet the stated objectives, but it is not anticipated the allocation would be changed or adapted to market movements, conditions, risks or opportunities except in extreme circumstances. LWA Medical Wealth Management Medical Professionals may also engage Registrant to provide Wealth Management Services, which include financial planning services in addition to investment management services on a discretionary or non-discretionary fee basis. To commence the Wealth Management Services engagement, a representative will first coordinate with the client to develop their investment objectives (including risk tolerance, time horizon, and other similar factors) that affect the client’s current and anticipated financial status. The Registrant will then perform initial financial planning services that typically include data gathering, development of financial goals, and the determination of anticipated and acceptable risk based upon a review of cash flow, assets, debts, insurance needs, market volatility, and inflation. Thereafter, the Registrant will allocate and/or recommend that the client allocate investment assets consistent with the designated investment objectives and the financial plan. The Registrant primarily allocates investment assets among mutual funds and ETFs generally following the parameters of one or more similarly managed investment allocation models described in Item 8.C. below. However, Registrant typically adjusts its trading strategies within the models on an individualized client basis depending upon each client’s investment objectives and/or tax consequences. When consistent with client investment objectives, the Registrant may also allocate investment assets among individual debt and equity securities, options, and unaffiliated private funds (on a non-discretionary basis) for certain qualified clients. Finally, when consistent with a client’s investment objectives, the Registrant may recommend that certain clients consider making one or more private mortgage loans in conjunction with the loan programs established by “Principal Lenders Group” d/b/a “RKS Capital Funding” as discussed further below. If a client chooses to make such loan(s), Registrant offers to provide periodic consultations, research, recommendations and administrative support with respect to such loan(s). This arrangement presents a material conflict of interest, please refer to the “Miscellaneous” Section below for more information. Once the assets are allocated, the Registrant provides ongoing monitoring and review of account performance and asset allocation as compared to client investment objectives and may rebalance the account on a discretionary or non-discretionary basis. The Registrant will also provide limited financial planning services that typically include the review of account performance as compared to established financial goals and risks, and any changes that could affect the goals that the financial plan seeks to achieve. If the Registrant determines in its sole discretion that the client is seeking extraordinary planning and/or consultation services, the Registrant may determine to charge for those additional services according to a stand-alone Financial Planning Agreement (see above). MISCELLANEOUS Unaffiliated Private Investment Funds. Registrant also provides investment advice regarding private investment funds. Registrant, on a non-discretionary basis, may recommend that certain qualified clients consider an investment in unaffiliated private investment funds including the “CCP Total Return Fund I, LP,” which is managed by “Cicero Capital Partners, LLC.” The respective fund’s description, including the terms, conditions, risks, conflicts and fees, including incentive compensation, is set forth in the fund’s offering documents. Registrant’s role relative to the unaffiliated private investment funds will be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become an unaffiliated private fund investor, the amount of assets invested in the fund(s) (or such other investment vehicle) shall generally 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 any private investment fund(s). Private Investment Fund Risk. Private investment funds generally involve various risk factors, including, but not limited to the potential for complete loss of principal, liquidity constraints and lack of transparency of the underlying fund investments, a complete discussion of which is set forth in each private investment fund’s offering documents that will be provided to each client for review and consideration. Unlike liquid investments that a client may maintain, private investment funds do not provide daily liquidity or pricing. For the “CCP Total Return Fund I, LP,” there is a forty-five day notice requirement, meaning that the investor cannot receive a redemption of the investment until the end of the month in which forty-five days have expired since the investor forwards a redemption request. Each prospective client investor, who must be duly qualified, will generally be required to complete a Subscription Agreement (or similar document), pursuant to which the client shall establish that the client is qualified for investment in the private investment fund, and acknowledges and accepts the various risk factors that are associated with such an investment. Private Investment Fund 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, Registrant shall calculate its fee based upon the latest value provided by the fund sponsor. Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by a client or specifically engaged to do so, Registrant will provide financial planning and/or consulting services regarding investment or non- investment related matters, such as estate planning, tax planning, insurance, etc. under the terms and conditions of a written agreement with the client. Registrant does not serve as an attorney or accountant, and no portion of Registrant’s services should be construed as legal or accounting services. Accordingly, Registrant does not prepare estate planning documents or tax returns. To the extent requested by a client, Registrant may recommend the services of other professionals for implementation purposes, including one of Registrant’s representatives in his individual capacity as a licensed insurance agent discussed in Item 10.C. below. The client is under no obligation to engage the services of any such recommended professional or entity. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. If the client engages any such recommended professional or entity, and a dispute then arises related to the engagement, the client should seek recourse exclusively from and against the engaged professional or entity. Unless specifically agreed in writing, neither Registrant nor its representatives are responsible to: implement any financial plans or financial planning advice; provide ongoing financial planning services; or provide ongoing monitoring of financial plans or financial planning advice. The client is solely responsible to revisit the financial plan or financial planning advice with Registrant, if desired. It remains the client’s responsibility to promptly notify the 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. Conflict of Interest: The recommendation by Registrant that a client purchase an insurance commission product from a firm representative in an individual capacity as a licensed insurance agent presents a conflict of interest. No client is under any obligation to purchase any insurance commission products from Registrant’s representatives. Clients are reminded that they may purchase insurance products or accounting services recommended by Registrant through other insurance agents. Registrant’s Chief Compliance Officer, Gregory A. Lowe, CFP®, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. Principal Lenders Group / RKS Capital Funding Conflict of Interest. As discussed above, Registrant may recommend that certain clients consider making one or more private mortgage loans (each, a “Loan”) in conjunction with the loan programs established by “Principal Lenders Group” d/b/a “RKS Capital Funding” (the “Group”). The President of the Group, Richard K. Stanton, Esq., is a related-family member of Registrant’s principal, Gregory A. Lowe, CFP®. Neither the Group, nor Mr. Stanton will provide any compensation to Registrant, Gregory A. Lowe, CFP®, or any other of Registrant’s principals or employees with respect to this recommendation. However, the relationship between Gregory A. Lowe and Richard K. Stanton creates a material conflict of interest. Clients must therefore carefully consider this conflict of interest when determining to make a Loan, including discussion with professional advisors of their choosing other than Registrant. Clients are further reminded they are under absolutely no obligation to consider or make a Loan. Registrant’s Chief Compliance Officer, Gregory A. Lowe, CFP®, remains available to address any questions that a client or prospective client may have regarding this conflict of interest. Please Note-Use of Mutual and Exchange Traded Funds: Registrant utilizes mutual funds and exchange traded funds for its client portfolios. 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). 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 National Financial Services LLC / Fidelity Clearing and Custody Solutions and their affiliates (“Fidelity”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Fidelity 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 Fidelity, do not currently charge fees on individual equity transactions, (including ETFs), others do). Please Note: there can be no assurance that Schwab and/or Fidelity will not change their transaction fee pricing in the future. Please Also Note: Fidelity and Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. 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 Fidelity). 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. ESG: We don’t have or recommend a strategy: Please Note: Socially Responsible (ESG) 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. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Registrant), there can be no assurance that investment in ESG securities or funds will be profitable, or prove successful. Registrant 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, Registrant shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. WE DON’T RECOMMEND Cryptocurrency: For clients who want exposure to cryptocurrencies, including Bitcoin, the Registrant, 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, the Registrant 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. Please Note: The Registrant does not recommend or advocate the purchase of, or investment in, cryptocurrencies. The Registrant considers such an investment to be speculative. Please Also Note: 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. Non-Discretionary Service Limitations. Clients that choose to engage Registrant on a non-discretionary investment advisory basis must be willing to accept that Registrant cannot execute any account transactions without obtaining prior consent to any such transaction(s) from the client. Therefore, if Registrant would like to make a transaction for a client’s account, and the client is unavailable, the Registrant will be unable to execute the account transaction(s) (as it would for its discretionary clients) without first obtaining the client’s consent. This could place the client’s account at an economic disadvantage. Client Obligations. In performing its services, Registrant will 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. It remains each 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. Portfolio Activity / Inactivity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. Registrant will review client portfolios on an ongoing basis to determine if any trades are necessary based upon various factors, including but not limited to investment performance, fund manager tenure, style drift, account additions/withdrawals, the client’s financial circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there may be extended periods of time when Registrant determines that trades within a client’s portfolio are not prudent. Clients nonetheless remain subject to the fees described in Item 5 during periods of portfolio trading inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by the Registrant will be profitable or equal any specific performance level(s). Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’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), Registrant 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, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Gregory Lowe, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. 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, 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. ANY QUESTIONS: Registrant’ Chief Compliance Officer, Deborah Covell, remains available to address any questions that a client or prospective client may have regarding the above. Other Assets. A client may:
• hold securities that were purchased at the request of the client or acquired prior to the client’s engagement of the Registrant. Generally, with potential exceptions, the Registrant does not/would not recommend nor follow such securities, and absent mitigating tax consequences or client direction to the contrary, would prefer to liquidate such securities. Please Note: If/when liquidated, it should not be assumed that the replacement securities purchased by the Registrant will outperform the liquidated positions. To the contrary, different types of investments involve varying degrees of risk, and there can be no assurance that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by the Registrant) will be profitable or equal any specific performance level(s)In addition, there may be other securities and/or accounts owned by the client for which the Registrant does not maintain custodian access and/or trading authority; and,
• hold other securities and/or own accounts for which the Registrant does not maintain custodian access and/or trading authority. Corresponding Services/Fees: When agreed to by the Registrant, the Registrant shall: (1) remain available to discuss these securities/accounts on an ongoing basis at the request of the client; (2) monitor these securities/accounts on a regular basis, including, where applicable, rebalancing with client consent;(3) shall generally consider these securities as part of the client’s overall asset allocation; and, (4) report on such securities/accounts as part of regular reports that may be provided by the Registrant; and, (5) include the market value of all such securities for purposes of calculating advisory fee. 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). 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 systems to reduce the risk of cybersecurity incidents from coming to fruition, 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. Asset Aggregation / Reporting Services. Registrant can also provide account reporting services, which can incorporate client investment assets that are not part of the assets that Registrant manages (the “Excluded Assets”). Unless agreed to otherwise, in writing, the client and/or his/her/its other advisors that maintain trading authority, and not Registrant, shall be exclusively responsible for the investment performance of the Excluded Assets. Unless also agreed to otherwise, in writing, Registrant does not provide investment management, monitoring or implementation services for the Excluded Assets. If the Registrant is asked to make a recommendation as to any Excluded Assets, the client is under absolutely no obligation to accept the recommendation, and Registrant shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. The client can engage Registrant to provide investment management services for the Excluded Assets pursuant to the terms and conditions of the Investment Advisory Agreement between Registrant and the client. The third-party reporting platform may also provide access to financial planning information and applications, which should not be construed as services, advice, or recommendations provided by Registrant. Accordingly, 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 third-party reporting platform without Registrant’s participation or oversight.
• emoney. In the event that the Registrant provides the client with access to an unaffiliated vendor’s website such as emoney, and the site provides access to information and/or concepts, including financial planning, the client, should not, in any manner whatsoever, infer that such access is a substitute for services provided by the Registrant. Rather, if the client utilizes any such content, the client does so separate and independent of the Registrant. Retirement Plan Rollovers – No Obligation / 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 the Registrant recommends that a client roll over their retirement plan assets into an account to be managed by the Registrant, such a recommendation creates a conflict of interest if the Registrant will earn a new (or increase its current) advisory fee as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not, 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. The Registrant’s Chief Compliance Officer, Gregory A. Lowe, CFP®, remains available to address any questions that a client or prospective client may have regarding the conflict of interest presented by such a rollover recommendation. Disclosure Statement. A copy of Registrant’s written Brochure as set forth on Part 2 of Form ADV and Client Relationship Summary (Form CRS) will be provided to each client before, or contemporaneously with, the execution of the Investment Advisory Agreement between the client and the Registrant. C. Registrant will provide investment advisory services tailored specifically to the needs of each client. To commence investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, Registrant will allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on Registrant’s services. D. Registrant does not sponsor a wrap program or offer investment advisory services on a wrap-fee basis. E. As of December 31, 2023, Registrant had $ 388,145,714 in assets under management on a discretionary basis and $ 15,352,412 in assets under management on a non-discretionary basis.