Northeastern Star Asset Management is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) and is an S-corporation formed under the laws of the State of PA.
• Kenneth R. Ferrone is the Chief Investment Officer & Chief Compliance Officer (CCO) and Managing Stockholder of Northeastern Star Asset Management. Kenneth R. Ferrone owns 50% of Northeastern Star Asset Management.
• Paul S. Dubendorf is the Chief Executive Officer (CEO) and Managing Stockholder of Northeastern Star Asset Management. Paul S. Dubendorf owns 50% of Northeastern Star Asset Management.
• Northeastern Star Asset Management filed its initial application to become registered as an investment adviser in August 2014. Introduction The investment advisory services of Northeastern Star Asset Management are provided to you through an appropriately licensed and qualified individual who is an investment adviser representative of Northeastern Star Asset Management (referred to as your investment adviser representative throughout this brochure). Description of Advisory Services The following are descriptions of the primary advisory services of Northeastern Star Asset Management. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and Northeastern Star Asset Management before we can provide you the services described below. Asset Management Services – Northeastern Star Asset Management offers asset management services, which involves Northeastern Star Asset Management providing you with continuous and ongoing supervision over your specified accounts. You must appoint our firm as your investment adviser of record on specified accounts (collectively, the “Account”). The Account consists only of separate account(s) held by qualified custodian(s) under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) of the Account. The Account is managed by us based on your financial situation, investment objectives and risk tolerance. We actively monitor the Account and provide advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the Account. We will need to obtain certain information from you to determine your financial situation and investment objectives. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however we will contact you at least annually to discuss any changes or updates regarding Northeastern Star Asset Management, Inc. Page 5 Form ADV Part 2A Disclosure Brochure your financial situation, risk tolerance or investment objectives. We are always reasonably available to consult with you relative to the status of your Account. You have the ability to impose reasonable restrictions on the management of your accounts, including the ability to instruct us not to purchase certain securities. It is important that you understand that we manage investments for other clients and may give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you or actions taken for you. We are not obligated to buy, sell or recommend to you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that we manage. We strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts advised by our firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose the information to any client or use it for any client’s benefit. Depending on the value of assets contributed by the client, contributions may not be invested immediately in order for Northeastern Star Asset Management to meet minimum purchase amounts and/or buy whole shares of ETFs. Financial Planning Services - Northeastern Star Asset Management offers financial planning services, which involve preparing a written financial plan covering specific or multiple topics. We provide full written financial plans, which typically address the following topics: investment planning, retirement planning, insurance planning, education planning, portfolios review, and asset allocation. When providing financial planning services, the role of your investment adviser representative is to find ways to help you understand your overall financial situation and help you set financial objectives. We also provide modular written financial plans which only cover those specific areas of concern mutually agreed upon by you and us. A modular written financial plan is limited or segmented and does not involve the creation of a full written financial plan. You should be aware that there are important issues that may not be taken into consideration when your investment adviser representative develops his or her analysis and recommendations under a modular written financial plan. Written financial plans prepared by us do not include specific recommendations of individual securities. Our financial planning services do not involve implementing any transaction on your behalf or the active and ongoing monitoring or management of your investments or accounts. You have the sole responsibility for determining whether to implement our financial planning recommendations. To the extent that you would like to implement any of our investment recommendations through Northeastern Star Asset Management or retain Northeastern Star Asset Management to actively monitor and manage your investments, you must execute a separate written agreement with Northeastern Star Asset Management for our asset management services. Retirement Plan Services – Fiduciary Retirement Plan Consulting Services - Northeastern Star Asset Management offers retirement plan services to retirement plan sponsors and to individual participants in retirement plans. For a corporate sponsor of a retirement plan, our retirement plan services can include, but are not limited to, the following services: Northeastern Star Asset Management, Inc. Page 6 Form ADV Part 2A Disclosure Brochure Northeastern Star Asset Management provides the following Fiduciary Retirement Plan Consulting Services:
• Non-Discretionary Investment Advice. Northeastern Star Asset Management will provide you with general, non-discretionary investment advice regarding assets classes and investment options, consistent with your Plan’s investment policy statement. Northeastern Star Asset Management will provide you with recommendations of investment options consistent with ERISA section 404(c).
• Investment Due Diligence Review. Northeastern Star Asset Management will provide you with periodic due diligence reviews of the Plan’s reports, investment options and recommendations.
• Investment Monitoring. Northeastern Star Asset Management will assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformation to the guidelines set forth in the investment policy statement and Northeastern Star Asset Management will make recommendations to maintain or remove and replace investment options.
• Asset Allocation Service. Northeastern Star Asset Management will make available to Plan participants an asset allocation service where Northeastern Star Asset Management will recommend to Plan participants an allocation of participant’s assets among the Plan’s Designated Investment Alternatives (“DIAs”). If Plan selects this service, it will be available to all of the Plan participants, however, each Plan participant will have the option to elect or not

elect Northeastern Star Asset Management’s Asset Allocation Service. If a participant elects to utilize this service, the participant will allocate all or a portion of their account to this investment option(s). Northeastern Star Asset Management will provide non-discretionary investment advice up two times per calendar year to participant about asset classes and investments available under the Plan in accordance with participant’s stated investment objectives and re-rebalancing participant’s assets within the Plan’s DIAs as necessary to maintain the desired balance. Northeastern Star Asset Management will not have authority to recommend any investments for the Asset Allocation Service other than the Plan’s DIAs. The participant will be responsible for the implementation of any investment advice by Northeastern Star Asset Management. For following Fiduciary Retirement Plan Consulting Services, all recommendations of investment options and portfolios will be submitted to you for your ultimate approval or rejection. For Fiduciary Retirement Plan Consulting Services, the retirement plan sponsor client or the plan participant who elects to implement any recommendations made by us is solely responsible for implementing all transactions. Fiduciary Retirement Plan Consulting Services are not management services, and Northeastern Star Asset Management does not serve as administrator or trustee of the plan. Northeastern Star Asset Management does not act as custodian for any client account or have access to client funds or securities (with the exception of, some accounts, having written authorization from the client to deduct our fees). Northeastern Star Asset Management acknowledges that in performing the Fiduciary Retirement Plan Consulting Services listed above that it is acting as a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of Employee Retirement Income Security Act of 1974 (“ERISA”) for purposes of providing nondiscretionary investment advice only. Northeastern Star Asset Management will act in a manner consistent with the requirements of a fiduciary under ERISA if, based upon the facts and circumstances, such services cause Northeastern Star Asset Management to be a fiduciary as a matter of law. However, in providing the Fiduciary Retirement Plan Consulting Services, Northeastern Star Asset Management (a) Northeastern Star Asset Management, Inc. Page 7 Form ADV Part 2A Disclosure Brochure has no responsibility and will not (i) exercise any discretionary authority or discretionary control respecting management of Client’s retirement plan, (ii) exercise any authority or control respecting management or disposition of assets of Client’s retirement plan, or (iii) have any discretionary authority or discretionary responsibility in the administration of Client’s retirement plan or the interpretation of Client’s retirement plan documents, (b) is not an “investment manager” as defined in Section 3(38) of ERISA and does not have the power to manage, acquire or dispose of any plan assets, and (c) is not the “Administrator” of Client’s retirement plan as defined in ERISA. Securities and other types of investments all bear different types and levels of risk. Those risks are typically discussed with clients in defining the investment policies and objectives that will guide investment decisions for their qualified plan accounts. Upon request, as part of our retirement plan services, we can discuss those investments and investment strategies that we believe may tend to reduce these risks for a particular client’s circumstances and plan participants. Clients and plan participants must realize that obtaining higher rates of return on investments entails accepting higher levels of risk. Based upon discussions with the client, we will attempt to identify the balance of risks and rewards that is appropriate and comfortable for the client and other employees. It is still the clients’ responsibility to ask questions if the client does not fully understand the risks associated with any investment. All plan participants are strongly encouraged to read prospectuses, when applicable, and ask questions prior to investing. We strive to render our best judgment for clients. Still, Northeastern Star Asset Management cannot assure that investments will be profitable or assure that no losses will occur in their portfolios. Past performance is an important consideration with respect to any investment or investment advisor, but it is not necessarily an accurate predictor of future performance. Northeastern Star Asset Management will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to you any change to the information that we are required to disclose under ERISA Regulation Section 2550.408b-2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which we are informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclose as soon as practicable). In accordance with ERISA Regulation Section 2550.408b-2(c)(vi)(A), we will disclose within thirty (30) days following receipt of a written request from the responsible plan fiduciary or Plan Administrator (unless such disclose is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable) all information related to the Qualified Retirement Plan Agreement and any compensation or fees received in connection with the Agreement that is required for the Plan to comply with the reporting and disclosure requirements of Title 1 of ERISA and the regulations, forms and schedules issued thereunder. If we make an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv) or (vi), we will disclose to you the correct information as soon as practicable, but no later than thirty (30) days from the date on which we learns of such error or omission. Retirement Plan Rollovers – No Obligation / Conflict of Interest A client or prospective client leaving an employer 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 Northeastern Star Asset Management, Inc. Page 8 Form ADV Part 2A Disclosure Brochure 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 Northeastern Star Asset Management recommends that a client roll over their retirement plan assets into an account to be managed by Northeastern Star Asset Management, such a recommendation creates a conflict of interest if Northeastern Star Asset Management will earn new (or increases its current) compensation as a result of the rollover. No client is under any obligation to roll over retirement plan assets to an account managed by Northeastern Star Asset Management. Northeastern Star Asset Management does not participate in a wrap fee program. Limits Advice to Certain Types of Investments Northeastern Star Asset Management provides investment advice on the following types of investments:
• Mutual Funds
• Exchange-listed Securities
• Securities Traded Over-the-Counter
• Corporate Debt Securities
• Certificates of Deposit
• Municipal Securities
• US Government Securities Although we generally provide advice only on the products previously listed, we reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. It is not our typical investment strategy to attempt to time the market, but we may increase cash holdings modestly as deemed appropriate based on your risk tolerance and our expectations of market behavior. We may modify our investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax situations. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Client Assets Managed by Northeastern Star Asset Management The amount of client assets managed by us totaled $207,626,301 as of December 31, 2023. All assets are managed on a discretionary basis.