Marshall & Sterling Wealth Advisors, Inc. (“Marshall & Sterling” or the “Firm”), a wholly owned subsidiary of Marshall & Sterling Enterprises, Inc., has been a registered investment adviser since 2012. As detailed below, the Firm primarily offers investment management and financial planning services to individuals, pension and profit-sharing plans, trusts, estates, corporations and other business entities. Marshall & Sterling works with its clients to develop an investment strategy that is customized to their individual goals and objectives. Prior to engaging Marshall & Sterling to provide any of the foregoing investment advisory services, the client is required to enter into one or more written agreements with Marshall & Sterling setting forth the terms and conditions under which the Firm renders its services (collectively the “Agreement”). As of December 31, 2023, Marshall & Sterling manages the following assets: Assets Under Management Assets Discretionary Assets1 $320,897,776 Non-Discretionary Assets2 $343,004,457 Total $663,902,233 This Disclosure Brochure describes the business of Marshall & Sterling. Certain sections will also describe the activities of Supervised Persons. Supervised Persons are any of Marshall & Sterling’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), or employees, or any other person who provides investment advice on Marshall & Sterling’s behalf and is subject to the Firm’s supervision or control. Investment Management and Wealth Management Services The Firm manages client investment portfolios on a discretionary or non-discretionary basis. In addition, the Firm provides certain clients with wealth management services which include a broad range of financial planning and consulting services. The Firm generally provides these services through the Marshall & Sterling Wrap Fee Program3 (“the Program”). For more information regarding the Program, please see the Firm’s wrap fee disclosure brochure (Appendix-1). In the provision of investment management services within the Program, Marshall & Sterling primarily allocates clients’ investment management assets among no-load mutual funds and exchange-traded funds (“ETFs”). The Firm primarily manages assets through the use of disciplined investment strategies. Tailored allocations are built for clients utilizing diversified model portfolio(s) within the following strategy themes based on the clients’ needs: Core Capital, Income, Growth and Specialty. Marshall & Sterling can also provide advice about any type of investment held in clients' portfolios, as necessary. The Firm tailors its advisory services to the individual needs of clients. The Firm consults with clients initially and on an ongoing basis to determine investment objective, risk tolerance, time horizon and other factors that can impact the client. Marshall & Sterling ensures that clients’ investments are suitable for their investment needs, goals, objectives and risk tolerance. Clients are advised to promptly notify Marshall & Sterling if there are changes in their financial situation or inve stment objectives or if they wish to impose any reasonable restrictions upon Marshall & Sterling’s management services. Clients 1 Client grants Advisor ongoing and continuous authority to execute its investment recommendations without the Client's prior approval of each specific transaction. Under this authority, Client shall allow Advisor to purchase and sell securiti es and instruments in this Account(s), arrange for delivery and payment in connection with the foregoing, select and retain sub-advisors, and act on behalf of the Client in all matters necessary or incidental. 2 Advisor will not execute any investment recommendations without Client’s prior approval (verbal or written). 3 A wrap fee program includes securities transaction fees together with its investment advisory fees. Depending on the level of trading required for the Client’s account[s] in a particular year, the Client may pay more or less in total fees than if the Client paid its own transaction fees. may impose reasonable restrictions or mandates on the management of their account (e.g., require that a portion of their assets be invested in socially responsible funds) if, in Marshall & Sterling’s sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to its management efforts. The Firm currently only provides investment management services on a discretionary basis, but also reserves the right to offer these services on a non-discretionary basis. Marshall & Sterling provides advisory services through certain programs sponsored by LPL Financial LLC (“LPL”), an unaffiliated registered investment adviser and FINRA4/SIPC5 member broker/dealer. Below is a brief description of each LPL advisory program offered through Marshall & Sterling. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the potential conflicts of interest presented by the programs, please review the applicable program account packet that is provided at account opening, which includes the account agreement, LPL Form CRS and the ADV 2A program brochure. ▪Model Wealth Portfolios Program (MWP) MWP offers clients a professionally managed mutual fund asset allocation program. Marshall & Sterling will obtain the necessary financial data from the client, assist the client in determining the suitability of the MWP program and assist the client in setting an appropriate investment objective. Marshall & Sterling will initiate the steps necessary to open an MWP account and have discretion to select a model portfolio designed by LPL’s Research Department consistent with the client’s stated investment objective. LPL’s Research Department or third-party portfolio strategists are responsible for selecting the mutual funds or ETFs within a model portfolio and for making changes to the mutual funds or ETFs selected. The client will authorize LPL to act on a discretionary basis to purchase and sell mutual funds and ETFs and to liquidate previously purchased securities. The client will also authorize LPL to effect rebalancing for MWP accounts.
▪Guided Wealth Portfolios (GWP) GWP offers clients the ability to participate in a centrally managed, algorithm-based investment program, which is made available to users and clients through a web-based, interactive account management portal (“Investor Portal”). Investment recommendations to buy and sell open-end mutual funds and exchange-traded funds are generated through proprietary, automated, computer algorithms (collectively, the “Algorithm”) based upon model portfolios constructed by LPL and selected for the account as described below (such model portfolio selected for the account, the “Model Portfolio”). Communications concerning GWP are intended to occur primarily through electronic means (including but not limited to, through email communications or through the Investor Portal), although Marshall & Sterling will be available to discuss investment strategies, objectives or the account in general in person or via telephone. A preview of the Program (the “Educational Tool”) is provided for a period of up to forty-five (45) days to help users determine whether they would like to become advisory clients and receive ongoing financial advice from LPL, and Marshall & Sterling by enrolling in the advisory service (the “Managed Service”). The Educational Tool and Managed Service are described in more detail in the GWP Program Brochure. Users of the Educational Tool are not considered to be advisory clients of LPL, or Marshall & Sterling, do not enter into an advisory agreement with LPL or Marshall & Sterling, do not receive ongoing investment advice or supervisions of their assets, and do not receive any trading services.
4 FINRA (Financial Regulatory Authority) is dedicated to investor protection and market integrity through effective and efficient regulation of the securities industry. FINRA is not part of the government but an independent, not-for-profit organization authorized by Congress to protect America’s investors by making sure the securities industry operates fairly and honestly. http://www.finra.org. 5 SIPC (Securities Investors Protection Corporation) was created under the Securities Investor Protection Act as a non- profit membership corporation. SIPC oversees the liquidation of member broker-dealers that close when the broker-dealer is bankrupt or in financial trouble, and customer assets are missing. In a liquidation under the Securities Investor Protection Act, SIPC and the court- appointed Trustee work to return customers’ securities and cash as quickly as possible. Within limits, SIPC expedites the return of missing customer property by protecting each customer up to $500,000 for securities and cash (including a $250,000 limit for cash only). http://sipc.org. ▪Manager Access Select Program (MAS) MAS is a separate account platform that offers clients access to custom strategies and a variety of institutional managers for lower fees and account minimums than traditionally available. MAS combines several investment services into a custom-tailored wealth management platform. MAS includes investment planning, strategy development, manager selection, portfolio construction, ongoing management and monitoring, trade execution, and performance measurement. Marshall & Sterling generally receives compensation as a result of a client’s participation in these LPL programs. As such, a conflict of interest exists as Marshall & Sterling has an incentive to recommend these programs to its clients. Depending on, among other things, the type and size of the account, type of securities held in the account, changes in its value over time, the ability to negotiate fees or commissions, the historical or expected size or number of transactions, and the number and range of supplementary advisory and client-related services provided to the client, the amount of this compensation may be more or less than what Marshall & Sterling would receive if the client participated in other programs, whether through LPL or another sponsor, or paid separately for investment advice, brokerage and other services.
Financial Planning Services As stated above, Marshall & Sterling offers its clients a broad range of comprehensive financial planning services. For those clients participating in the Program and receiving the broad range of financial planning services, these services include, advice on investments, insurance, retirement, education, estate and tax planning, cash flow, and, as appropriate, business continuity planning. For other clients participating in the program, they may receive any of those services, upon request. The Firm may also provide any of these financial planning services on a standalone basis to clients not receiving investment management services or participating in the Program. In performing its services, Marshall & Sterling is not required to verify any information received from the client or from the client’s other professionals (e.g., attorney, accountant, etc.) and is expressly authorized to rely on such information. Marshall & Sterling recommends the services of itself, its Supervised Persons in their individual capacities as insurance agents and/or registered representatives of a broker/dealer and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if Marshall & Sterling recommends its own services. The client is under no obligation to act upon any of the recommendations made by the Firm under a financial planning engagement or to engage the services of any such recommended professional, including Marshall & Sterling itself. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any of Marshall & Sterling’s recommendations. Clients are advised that it remains their responsibility to promptly notify Marshall & Sterling if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Marshall & Sterling’s previous recommendations and/or services. Retirement Plan Rollovers An employee

generally has four (4) options for their retirement plan when they leave an employer: 1. Leave the money in his/her former employer’s plan, if permitted 2. Rollover the assets to his/her new employer’s plan if one is available and permitted 3. Rollover to an Individual Retirement Account (IRA), or 4. Cash out the account value, which has significant tax considerations Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage here are a few points to consider before you do so:
• Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments.

• Employer retirement plans generally have a more limited investment menu than IRAs.

• Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds.

• Your current plan may have lower fees than our fees.
If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset-based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because Investment Advisor Representatives have an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of each. An employee will typically be investing only in mutual funds, you should understand the cost structure of the share classes, available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA. Clients should understand the various products and services they might take advantage of at an IRA provider and the potential costs of those products and services.
• Our strategy may have higher risk than the option(s) provided to you in your plan.

• Your current plan may also offer financial advice.

• If you keep your assets titled in a 401k or retirement account, participants could potentially delay their required minimum distribution beyond age.

• A 401(k) may offer more liability protection than a rollover IRA; each state may vary.

• Participants may be able to take out a loan on your 401k, but not from an IRA.

• IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home.

• If company stock is owned in a plan, participants may be able to liquidate those shares at a lower capital gains tax rate.

• Plans may allow Advisor to be hired as the manager and keep the assets titled in the plan name.
Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. It is important to understand the differences between these types of accounts and to decide whether a rollover is the best option. Prior to proceeding, if you have questions contact your Investment Adviser Representative, or call our main number as listed on the cover page of this brochure. When Marshall & Sterling provides 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, 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.
Marshall & Sterling also provides educational services to retirement plan participants with assets that could potentially be rolled-over to an IRA advisory account. Education is based on a particular Client’s financial circumstances and best interests. Again, Advisor has an incentive to recommend such a rollover based on the compensation received, which is mitigated by the fiduciary duty to act in a Client’s best interest and acting accordingly. Retirement Plan Consulting Services Investment advisor representatives assist clients that are trustees or other fiduciaries to retirement plans (“Plans”) by providing fee-based consulting and/or advisory services. ▪ERISA 3(21) – Non-Discretionary Marshall & Sterling Wealth Advisors can provide research and analysis with regard to investment advice and fiduciary due diligence services for the client. The goal of the investment due diligence process is to establish a logical, technical, and prudent process that is consistently employed in the selection and ongoing monitoring of funds for plan sponsors and individuals, accompanied by an investment policy statement (for plan sponsors only), that defines the process utilized to recommend prudent investment actions to plan fiduciaries or their representatives. In providing the investment advice to the client’s plan, the adviser will follow the investment policy statement and undertake procedural due diligence to arrive upon or facilitate, prudent investment-related recommendations. However, services provided by the adviser under this Agreement will not include any services with respect to employer securities, company stock, or the design and monitoring of asset allocation model glide paths or other custom asset allocation management services or solutions, whether available through the adviser or an affiliate thereof. Marshall & Sterling Wealth Advisors acknowledges that it is a fiduciary with respect to the Plan under Section 3(21)(A)(ii) of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and, as such, is a co-fiduciary with the plan sponsor fiduciary(ies) of the client’s Plan solely with respect to (a) the provision of investment education of the employer and/or plan participants (depending on the specific advisory services provided); (b) the periodic reporting on, and analysis of, the investment options available under the Plan, excluding company stock and investments made available through a brokerage account/window or similar such investment vehicle; and (c) the provision of advice to the plan sponsor fiduciary(ies) regarding the elimination or addition of investment options available under the Plan; provided, however, that the plan sponsor fiduciary(ies) acknowledge and agree that the plan sponsor fiduciary(ies) have the final and conclusive responsibility for the investment options selected to be available under the Plan. The adviser will not be responsible for investment decisions made by the Plan participants with respect to the investment of their individual accounts.
▪ERISA 3(38) – Discretionary Marshall & Sterling Wealth Advisors maintains discretion for the selection, mapping, and ongoing monitoring of investments offered within the Plan sponsored by the client. The adviser hereby accepts fiduciary responsibility for such duties. The client engages the adviser for management of Plan assets and shall delegate specified authority and discretion to the adviser for the selection, mapping and ongoing monitoring (including replacement, as prudent), of investments offered within the plan. However, services provided by the adviser under this Agreement will not include any services with respect to employer securities, company stock, or the design and monitoring of asset allocation model glide paths or other custom asset allocation management services or solutions, whether available through the adviser or an affiliate thereof. The adviser shall also provide documentation supporting the investment due diligence in a regularly prepared Fiduciary Investment Review report. Marshall & Sterling Wealth Advisors acknowledges that it is a fiduciary with respect to the Plan under Section 3(38) of ERISA and, as such, is a fiduciary to the client’s Plan solely with respect to the selection, mapping, monitoring and replacement of plan investment options for which it has explicit authorized discretionary control. The adviser will not be responsible for investment decisions made by individual Plan participants with respect to the investment of their accounts and/or investment into a model portfolio managed by the adviser, if applicable. ▪Participant Education (Plan and Participant Level) Marshall & Sterling Wealth Advisors can assist with developing an education and communication strategy for the Plan’s participants that includes developing a calendar of educational meetings, determining appropriate topics, establishing meeting dates and schedule, prioritizing group versus one-on-one meetings, and so on.
Marshall & Sterling Wealth Advisors can meet with participants, regularly or as requested, to present information regarding the benefits of Plan participation; the impact of pre-retirement withdrawals on retirement income, investment objectives, and philosophies; and risk/return characteristics. The adviser may provide nonfiduciary education, but not advice, concerning the availability of withdrawals and rollovers from the Plan at any group meetings held for Plan participants but will not discuss the advisability of withdrawals or rollovers at such meetings. The adviser may provide written general financial information related to investment concepts such as diversification, dollar-cost averaging, estimating future retirement income needs and assessing risk tolerance. The adviser may furnish investment materials, such as worksheets or questionnaires, which allow participants to estimate future income needs and assess different asset allocation models. For these services the client acknowledges that the adviser will not be acting as a fiduciary to the Plan under ERISA, or any regulations promulgated thereunder.
▪Participant Advice (Participant Level) Marshall & Sterling Wealth Advisors can either conduct in-person one-on-one meetings to be coordinated with the client or via alternative means of communication (via the telephone, electronically, etc.) as is deemed optimal by the adviser, the client, and each individual participant in the Plan wishing to engage the adviser for individual investment advice. The adviser will determine the Plan participant’s investment return objectives, risk tolerance, time horizon and other preferences; recommend a suitable asset allocation model for the participant; and advise the participant to periodically rebalance his or her asset allocation mix to maintain consistency with the a sset allocation model.
For these services, and only these services described as Investment Advice (Participant Level), the adviser acknowledges that it will be a fiduciary to the Plan under ERISA section 3(21)(a)(i). The adviser’s fiduciary responsibilities to the Plan, however, will be limited to the advice provided to each individual participant. The adviser does not possess discretionary control and thus will not be responsible for actual investment elections made by the Plan participants if not in accordance with the advice provided. The adviser assumes no other fiduciary responsibilities under this Agreement other than those specifically outlined herein.