A. FIRM DESCRIPTION Prentice Wealth Management, LLC (“PWM” or the “Firm”) is a New York limited liability company that was founded in in 2012. PWM is based in Rochester, NY and is registered as a registered investment advisor with the Securities and Exchange Commission (“SEC”). PWM is owned by William Prentice and Shawn Tesoro. The Firm provides investment management, model subscription, financial planning, and divorce planning services. Our clients are individuals, high net worth individuals, pension and profit-sharing plans, trusts, charitable organizations, and small businesses. B. TYPES OF ADVISORY SERVICES INVESTMENT MANAGEMENT SERVICES Asset Management Our firm provides discretionary asset management services to our clients, based on the client’s specific needs, objectives, and risk tolerance. Portfolios are designed to meet a particular investment goal that is determined to be suitable based on the client’s circumstances. We are authorized to perform various functions without the client’s approval, such as the determining the type, amount, and timing of the securities to be bought or sold for the client. Our firm provides continuous monitoring of the client’s securities holding and ongoing re-balancing. Prior to engaging our firm to provide any investment advisory services, we require a written investment management agreement (“IMA”) signed by the client. The IMA outlines the terms of the client relationship, including the services and fees the client pays to our firm. Upon signing the IMA, we will gather the client’s financial information and work with them to identify their risk tolerance. The information gathered during this process will be used to develop the client’s investment strategy. The client’s financial advisor identifies the appropriate portfolio construction and specifies any restrictions expressed by the client with respect to their investments. A written evaluation of each client’s initial situation is provided to the client, often in the form of a net worth statement. Our firm’s asset management services include but are not limited to: (i) developing a personal investment policy; (ii) developing and implementing an investment strategy; (iii) investment selection; (iv) asset allocation services; and (v) regular portfolio monitoring. For clients that desire or require more specialized asset management strategies, the Firm will utilize custom portfolios offered through its Knightbridge Capital Management Program (the “Program”), as further described below. Clients utilizing portfolios offered through the Program are charged an additional management fee based upon the applicable custom portfolio (“Portfolio Fee”). Knightbridge Capital Management (“KbC”) Program PWM sponsors five (5) portfolio types through the Program. The portfolios include the Cash Management Portfolios, Allocation Model Portfolios, Quantitative Model Portfolios, Separately Managed Account Portfolios and Custom Portfolios:
• Cash Management Portfolios: This portfolio seeks to provide stability of principle with a modest amount of interest income. The portfolio will generally be invested in a combination of CDs, money market instruments and/or short-term fixed income securities (either directly or indirectly through mutual funds or exchange-traded funds). *Note – clients utilizing the Cash Management Portfolios are only charged the Portfolio Fee. They are not assessed our firm’s standard asset management fee.
• Allocation Model Portfolios: These portfolios seek to provide broadly diversified, asset allocated portfolios built on the fundamentals known as Modern Portfolio Theory. These portfolios are generally invested in exchange traded funds and/or mutual funds that provide pooled exposure to various classes and subclasses of securities. While these portfolios are strategic in nature the portfolio management team has latitude to invest opportunistically and/or defensively based on market conditions. These portfolios are available in the following risk allocations: Ultra Aggressive, Aggressive, Moderate, Conservative and Ultra Conservative.
• Quantitative Model Portfolios: These portfolios are formulaic, algorithmic or rules based and seek to provide exposures or outcomes. The portfolio offerings include: o Alpha Quant – This portfolio uses exchange-traded funds to combine a beta- rotation equity strategy with a risk-rotation fixed income strategy. Under normal conditions the portfolio will have equity exposure between 35% and 65% equity and 65% and 35% fixed income and cash/money market funds. Portfolio weightings can change weekly throughout the year; a top-level reset to target is performed once per annum on or about December 31st. o Alpha Income – This portfolio is invested in a diversified assembly of equity and fixed income exchange-traded funds and/or mutual funds that are combined to deliver a target yield. This portfolio is rebalanced periodically to maintain the targeted yield.
• Separately Managed Account (“SMA”) Portfolios: These portfolios seek to use fundamental, technical and/or rules-based management to achieve desired market exposure. These portfolios will generally consist of investments in stocks, bonds, exchange-traded funds and/or mutual funds. These portfolios are designed to be modular and can be implemented on a standalone basis or in combination with a fixed income allocation to achieve the desired risk level. These portfolio offerings include: o Alpha Tax – This portfolio utilizes a rules-based methodology to populate the equity allocation. This allocation is designed to have an essentially similar beta to the total US equity market while attempting to mitigate the impact of taxes on portfolio returns (known as tax drag). Generally, it is comprised of individual equities however, mutual funds, exchange-traded funds, and options may be used as needed in the management of the portfolio. This portfolio can be used as a standalone portfolio or combined with fixed income securities to achieve the desired risk level. This portfolio is not suitable for tax-deferred accounts. o Alpha Qualified – This portfolio utilizes a rules-based methodology to populate the equity allocation. This allocation is comprised of individual equities and augmented with equity diversifiers (i.e. – global and/or foreign markets, specific sectors, etc.) in the form of exchange-traded funds or mutual funds. The portfolio will generally contain individual equities and exchange-traded funds however, it may also hold mutual funds, options and fixed income securities as needed in the management of the portfolio. This portfolio can be used as a standalone equity portfolio or combined with fixed income securities to achieve the desired risk level. This portfolio is not suitable for taxable accounts. Alpha Leaders – This portfolio invests in a diversified basket of individual equity securities deemed through our proprietary screening process to be the leading companies within their respective S&P sectors. This large cap core portfolio strategy is designed to provide exposure to the broad US equity market. This portfolio can be used as a standalone equity portfolio or combined with fixed income securities to achieve the desired risk level. o Alpha ESG – This portfolio utilizes a rules-based methodology to populate the equity allocation. This allocation is generally comprised of individual equities that have been filtered and refined based on our proprietary ESG (Environmental, Social and Governance) framework. The portfolio will generally hold individual equities; however, it may also hold exchange-traded funds, mutual funds, options, and fixed income securities as necessary in the management of the portfolio. This portfolio can be used as a standalone equity portfolio or combined with fixed income securities to achieve the desired risk level. o Alpha Market – This portfolio may invest in companies of any size through an active fundamental process. This multi-cap core portfolio strategy is designed to provide exposure to the broad US equity market. This portfolio can be used as a standalone equity portfolio or combined with fixed income securities to achieve the desired risk level. o Alpha Dividend – This portfolio invests in dividend paying large-cap companies that are screened through an active fundamental process. The portfolio strategy is designed to provide exposure to the US equity market with a targeted dividend yield greater than that of the broader equity market. This portfolio can be used as a standalone equity portfolio or combined with fixed income securities to achieve the desired risk level. o Alpha Beta Market – This portfolio marries both active and passive constituents in an effort to provide exposure to the broad equity markets. The active part of the portfolio utilizes a proprietary fundamental process to invest in companies of any size. This multi-cap core portfolio strategy is designed to provide exposure to the broad US equity market in both active and passive forms. The portfolio can be used as a standalone equity portfolio or combined with fixed income securities to achieve the desired risk level. o Alpha Beta Dividend – This portfolio marries both active and passive constituents in an effort to provide exposure to dividend paying large-cap equities. The active portion of the portfolio invests in large-cap companies that pay a dividend screened through an active fundamental process. The portfolio strategy is designed to provide exposure to dividend paying US equities in both active and passive forms while delivering a targeted dividend yield greater than that of the broader equity market. This portfolio can be used as a standalone equity portfolio or combined with fixed income securities to achieve the desired risk level.
• Custom Portfolios: These portfolios are available upon request and based on the specific needs of a client. These portfolios may invest in stocks, bonds, mutual funds, exchange- traded funds, options, or other securities that are deemed necessary to fulfill the specific objectives as outlined by the client. KBC SUBSCRIPTION SERVICES KbC Subscription Services provides portfolio management services in model form only to advisors and financial planning professionals looking to outsource their investment management needs. KbC does not custody any assets or trade these accounts as this is the full responsibility of the subscribing firm. PENSION AND PROFIT-SHARING PLAN CONSULTING SERVICES We offer pension consulting services to employee benefit plans and their fiduciaries based upon the needs of the plan and the services requested by the plan sponsor or named fiduciary. In general, these services may include an existing plan review and analysis, education services to plan participants, investment performance monitoring, and/or ongoing consulting. These pension consulting services will generally be non-discretionary and advisory in nature. The ultimate decision to act on behalf of the plan shall remain with the plan sponsor or other named fiduciary. We may also assist with participant enrollment meetings and provide investment-related educational seminars to plan participants on such topics as:
• Diversification
• Asset allocation
• Risk tolerance

• Time horizon Our educational seminars may include other investment-related topics specific to the particular plan. We may also provide additional types of pension consulting services to plans on an individually negotiated basis. All services, whether discussed above or customized for the plan based upon requirements from the plan fiduciaries (which may include additional plan-level or participant-level services) shall be detailed in a written agreement and be consistent with the parameters set forth in the plan documents. FINANCIAL PLANNING SERVICES We provide our clients with an in-depth analysis of their current financial situation, as well as detailed recommendations relating to the client’s financial goals. These services are provided on a non-discretionary basis. Financial planning services do not involve the active management of client accounts, but instead focus on a client’s overall financial situation. Financial planning can be described as helping individual to determine and set their long-term financial goals through investments, tax planning, asset allocation, risk management, retirement planning, and other areas. The role of the financial planner is to find ways to help the client understand their overall financial situation and help the client set financial objectives. Our financial planning service may include the following:
• Retirement Planning
• Eldercare/Medicaid Planning
• Asset Allocation/ Portfolio Appraisal
• Risk Management/Insurance Analysis
• Debt Optimization
• Tax Preparation and filing
• Estate and Legacy Planning
• Tax Planning
• College Funding
• Cash Flow Management
• Employee Benefits Evaluation
• Divorce Financial Analysis Planning or consulting service clients are required to sign a Financial Planning and Consulting Service Agreement with the Firm. This agreement outlines the nature and level of financial planning and/or consulting services to be provided, without requiring the direct management of the client’s assets. For financial planning clients, information regarding a client’s personal and financial situation and objectives is collected by the advisor through a confidential interview process. This data is analyzed and a written financial plan, with specific recommendations, is presented to clients if and when appropriate to do so. The financial plan may include, but is not limited to a net worth statement, a cash flow statement, a review of investment accounts including reviewing past asset allocations, providing asset repositioning recommendations, strategic tax planning, education planning with funding recommendations, a review of retirement accounts and plans including recommendations and one or more retirement scenarios, a review of insurance policies and recommendations for changes, if necessary and an estate planning review and recommendations. Neither the Firm, nor any of its representatives, serves as an attorney or accountant and no portion of the Firm’s services should be construed as legal or tax advice. To the extent requested by the client, the Firm may recommend the services of other professionals for certain non-investment implementation purposes (e.g., attorneys, accountants,). 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 the Firm. An inherent conflict exists between the interests of PWM and the interests of the client. The client is under no obligation to act upon PWM’s recommendations. Should the client elect to act on any recommendation made by PWM, the client is under no obligation to affect the transaction through the Firm. THIRD-PARTY INVESTMENT ADVISOR PROGRAMS Third Party Investment Advisory (TPIA) programs are offered through PWM for use by the Firm to manage client assets. These programs are sponsored by the TPIAs and are offered through selling agreements, solicitor/referral arrangements and other types of agreements between PWM and the TPIAs. Many of these TPIAs sponsor a broad range of investment programs. PWM’s management and due diligence personnel review these TPIAs. Dependent on the agreement between PWM and the TPIA and based on the information provided by the client, the Firm will refer clients to or assist the client in selecting a TPIA who offers products and services that demonstrate an investment philosophy and style that align with the needs of the client. The Firm assists the client in determining their risk tolerance, investment goals, and other relevant guidelines based upon detailed financial information provided by the client. There can be no guarantee that the client’s goals or investment objectives will be achieved by any specific program. Clients should always refer to the TPIA’s Form ADV Part 2, or equivalent brochure, for a full description of their products and services and all related terms, conditions fees and expenses. The Firm will provide initial and continuing education and information regarding the program selected. The firm will also explain rebalancing guidelines utilized within the program and meet with the client periodically to discuss changes to the client’s financial circumstances. Clients should always refer to the TPIA’s Form ADV Part 2, or equivalent brochure, for a full description of the terms and conditions of their services and fees. Each client is provided a copy of applicable disclosure documents and Form ADV Part 2 prior to, or at the time of entering, into an advisory contract. Solicitor or referral arrangements between PWM and TPIAs are formed through written solicitation agreements stating PWM and the firm will conduct activities as a solicitor in compliance with the requirements of applicable state regulations and SEC Rule 206(4)-3 of the Investment Advisers Act of 1940, as amended and in each state where applicable. Each client is given a copy of the Solicitor Disclosure Document and Form ADV Part 2 prior to, or at the time of entering, into an advisory contract. The firm will not actively participate in the execution of any securities transactions for a client’s TPIA account and will have no authority to determine, without obtaining specific client consent, the securities to be bought or sold, the amount of the securities to be bought or sold, or the broker/dealer to be used for the purchase or sale of securities in the client’s TPIA account. Such decisions are made in accordance with the terms of the investment advisory agreement executed between the client and the chosen TPIA. The TPIA or its designee may have discretionary authority over the client’s account. Clients should refer to the TPIA’s Form ADV Part 2, or equivalent brochure, for a full description of the terms and conditions of their services and fees. Some of the TPIAs selected may participate in or sponsor a wrap fee program. In these cases, you will receive a copy of the third-party money manager’s Form ADV, Part 2, Appendix 1. A complete list of TPIAs available through PWM is available upon request. DIVORCE CONSULTING SERVICES PWM provides financial advice and litigation support as well as court documentation for couples undergoing divorce or separation. Additionally, those advisers who are also enrolled agents will fully evaluate the tax implications and the financial impact of various settlement options for dividing marital property and retirement accounts. INSURANCE CONSULTING PWM provides insurance reviews/analyses, education, and insurance solutions through its unaffiliated relationship with DPL Financial Partners, LLC (“DPL”). DPL provides an insurance consultancy services platform to SEC-registered investment advisers (“RIAs”) that have clients with a current or future need for insurance products. DPL offers RIAs memberships to its platform for a fixed annual fee. Through its licensed insurance agents who are also registered representatives of The Leaders Group, Inc. (“The Leaders Group”), an unaffiliated SEC-registered broker-dealer and FINRA member, DPL offers members a variety of services relating to fee-based insurance products. These services include, among others, providing members with analyses of their current methodology for evaluating client insurance needs, educating and acting as a resource to members regarding insurance products generally and specific insurance products owned by their clients or that their clients are considering purchasing, and providing members access to and product marketing support regarding fee-based products that insurers have agreed to offer to members’ clients through DPL’s platform. For providing platform services to RIAs, DPL receives service fees from the insurers that offer their fee-based products through the platform. These service fees are based on the insurance premiums received by the insurers, which are separate from the fee PWM pays. DPL is licensed as an insurance producer in jurisdictions where required to perform platform services. DPL’s representatives are also licensed as insurance producers, appointed as insurance agents of the insurers offering their products through the platform, and registered representatives of The Leaders Group. C. TAILORED RELATIONSHIPS PWM offers the same suite of services to all its clients. When applicable, this service may include retirement planning, investment planning, planning of major purchases, education planning, distribution planning, income, and survivor income planning, net worth analysis, and other needs such as disability, long-term care, estate planning and coordination of funding, etc. When applicable, specific client financial plans and their implementation are dependent upon each client’s current situation (income, tax levels, and risk tolerance levels). Recommendation developed by your investment adviser representative are based upon his or her professional judgement. The Firm cannot guarantee the results of any of the recommendations made. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. D. WRAP FEE PROGRAMS PWM does not participate in and is not a sponsor of wrap fee programs. However, some of the TPIAs selected may participate in or sponsor a wrap fee program. In these cases, the client will receive a copy of the third-party money manager’s Form ADV, Part 2, Appendix 1. Wrap Fee Programs are arrangements between broker-dealers, investment advisers, banks and other financial institutions, and affiliated and unaffiliated investment advisers through which the clients of such firms receive discretionary investment advisory, execution, clearing and custodial services in a “bundled” form. In exchange for these “bundled” services, the clients pay an all- inclusive (or “wrap”) fee determined as a percentage of the assets held in the wrap account. E. ASSETS UNDER MANAGEMENT When calculating regulatory assets under management, an investment adviser must include the value of any advisory account over which it exercises continuous and regular advisory or management services. As of December 31, 2022, PWM reports $282,495,926 in client assets on a discretionary basis and $12,766,645 on a non-discretionary basis.