Dew Wealth Management

A. Dew Wealth Management (the “Registrant”) is a limited liability company formed on July 23, 1999 in the state of Arizona. The Registrant became registered as an Investment Adviser Firm in November 1999. The Registrant is wholly owned by Dew Holdings, Inc. B. As discussed below, the Registrant offers to its clients (individuals, high net worth individuals, pension and profit-sharing plans, and charitable organizations, etc.) varying levels of investment advisory services, in addition to financial planning and related consulting services. FAMILY OFFICE ASSESSMENT Registrant’s Family Office Assessment is a multi-step processes designed to perform a deep dive into a client’s current personal and/or professional wealth management situation, in an effort to identify gaps and potential points of weakness and, ultimately, develop recommendations for improvement. The Family Office Assessment may be performed as a precursor to one or more of Registrant’s other advisory programs (described further below) or may be purchased on a separate standalone basis. The Family Office Assessment is designed to give clients a broad based review of their current personal financial situation, in order to develop recommendations for closing the wealth management gap. For clients who are business owners, the services rendered under the Family Office Assessment may also be tailored to establish an approximate valuation for the client’s business, identify key revenue drivers, and develop recommendations for improving the value of the client’s business. Registrant will first work with the client to gather relevant information about the client’s wealth management situation from various sources, including the client, and the client’s other engaged professionals, such as: CPA/Bookkeeper, estate attorney, personal insurance agent, life/disability insurance agent, investment adviser, and/or banker. Once relevant data has been collected, Registrant will coordinate for a one-hour discovery phone call, to cover topics such as the client’s: values, goals, relationships, assets, advisors, and interests. When the discovery call is complete, Registrant will take the collected information and use it to review the client’s wealth management situation. Depending on the client’s circumstances, this review will generally take approximately four weeks to complete and can cover topics including: personal insurance, life insurance, disability insurance, estate documents, asset protection plan, investments, and personal tax returns. The Family Office Assessment process concludes with a one-hour review call. In this call, the Registrant will provide an approximate current business valuation and will advise the client on potential recommendations intended to increase business revenues and, ultimately, increase the valuation. For clients who are business owners, Registrant will explain the identified gaps in the client’s wealth management situation and will advise the client on potential recommendations for closing such wealth management gaps. FFO ESSENTIALS Registrant’s Fractional Family Office Essentials (“FFO Essentials”) service is a limited scope financial planning program intended to address three specific topics: tax planning, investments, and the Wealth Wheel. To the extent specifically requested by the client, FFO Essentials services include:

Tax Planning: o

Review of prior year’s business and personal tax returns

o

Tax Report: Summary of the prior year’s tax return and identification of potential missed opportunities

o

Tax Planning: Identifying and executing tax planning strategies

o

Scenario Planning: Quantifying the tax savings impact and running scenario analysis in an attempt to optimize the tax plan

Investments: o

Review of existing personal financial statement

o

Review of existing investment holdings (e.g., stocks, bonds, real estate, cryptocurrencies and digital assets, commodities, private equity, venture capital, etc.)

o

Customized Billionaire Allocation benchmarking and custom glide path

o

Presentation of alternative investment opportunities, when appropriate

Wealth Wheel: o

Preliminary review of the client’s current team of outside professionals

o

Sourcing and recommendations of potential replacement professionals, if needed

o

Access to Registrant’s rolodex of professionals to supplement the client’s current team

FFO Essentials engagements typically have a ninety (90) day term, unless extended by mutual agreement. At the conclusion of the FFO Essentials engagement, the client may elect to engage Registrant for Family Office Assessment services for a discounted fixed fee of $10,000 or may engage Registrant for one or more other services at Registrant’s standard fee rates. If the client does not elect to receive additional services from Registrant, the client’s engagement with Registrant will terminate upon the completion of FFO Essentials services. WEALTH BUILDER The Registrant’s Wealth Builder service is a one-year program in which the client will be expected to participate in a bi-monthly, learning management system-driven curriculum to take point in the build out of their own Virtual Family Office. Upon engagement for Wealth Builder services, clients will gain immediate access to the following resources:

Bi-monthly one on one calls with Registrant

Access to The Entrepreneur’s Virtual Family Office® System

Monthly Expanded Family Office Hour Calls

The Entrepreneur’s Rolodex and Forum

Access to a Personalized Online Net Worth Dashboard

In addition to the above, over the course of the one-year program, Wealth Builder clients will also receive, to the extent applicable:

Tax Planning Strategies and Projections

Personal Liability and Income Insurance Review

Business Liability and Income Insurance Review

Estate Planning Review

Billionaire Investment Allocation and Glidepath

Third-Party Investment Management Review and In House Management

Entity and Corporate Governance Review

WEALTH ACCELERATOR In Wealth Accelerator engagements, Registrant will generally work alongside the client’s other engaged professionals in an effort to coordinate all aspects of the client’s financial profile. Registrant may be asked to evaluate the client’s other engaged professionals and, if needed, find and recommend replacement professional service providers. Registrant, as needed, may also be asked to identify experts for consultation in the event the client’s current team of engaged professionals are unable to adequately address a client’s needs in various niche disciplines. In addition to the above, to the extent specifically requested by the client, the Wealth Accelerator program can also provide:

Access to The Entrepreneur’s Virtual Family Office® System

The Entrepreneur’s Rolodex and Forum

Tax Planning Strategies and Projections

Personal Liability and Income Insurance Review

Business Liability and Income Insurance Review

Estate Planning Review

Billionaire Investment Allocation and Glidepath

Third-Party Investment Management Review and In House Management

Entity and Corporate Governance Review

Access to a Personalized Online Net Worth Dashboard

Advanced Tax Planning and Projections

Business Valuation and Enterprise Value Optimization

Financial Statement Review and KPI Benchmarking

Private Deal Reviews (2/quarter)

Cash Flow Management

Time/Energy Shield

Advanced Entity Optimization and Corporate Governance

Ad hoc meetings and consultations on an as-needed basis, with up to three days lead time

VIRTUAL FAMILY OFFICE The Virtual Family Office is generally designed for clients who run successful businesses, generate a high level of cash flow, and have a need for advanced financial planning and coordination with outside professionals. In such engagements, Registrant will generally work alongside the client’s other engaged professionals in an effort to coordinate all aspects of the client’s financial profile. Registrant may be asked to evaluate the client’s other engaged professionals and, if needed, find and recommend replacement professional service providers. Registrant, as needed, may also be asked to identify experts for consultation in the event the client’s current team of engaged professionals are unable to adequately address a client’s needs in various niche disciplines. In addition to the above, to the extent specifically requested by the client, the Virtual Family Office program can also provide:

Access to The Entrepreneur’s Virtual Family Office® System

The Entrepreneur’s Rolodex and Forum

Tax Planning Strategies and Projections

Personal Liability and Income Insurance Review

Business Liability and Income Insurance Review

Estate Planning Review

Billionaire Investment Allocation and Glidepath

3rd Party Investment Management Review and In House Management

Entity and Corporate Governance Review

Access to a Personalized Online Net Worth Dashboard

Advanced Tax Planning and Projections

Business Valuation and Enterprise Value Optimization

Financial Statement Review and KPI Benchmarking

Private Deal Reviews (2/quarter)

Cash Flow Management

Time/Energy Shield

Advanced Entity Optimization and Corporate Governance

Family Office Subject Matter Expert Support

Advanced Life Insurance and Liquidity Planning

Domestic and Foreign Asset Protection Trusts

Irrevocable Family Dynasty Trust Planning

Advanced Charitable Designs

Second Generation Education

Advanced M&A Planning and Teambuilding

Post-Exit Estate, Cash Flow and Investment Allocation Planning

Proactive Deal Flow

Ad hoc meetings and consultations on an as-needed basis, with up to three days lead time

MAINTENANCE MODE The Maintenance Mode service is designed primarily for clients who have established a functional Virtual Family Office setup and who need ongoing assistance in coordinating and administering their Virtual Family Office. Upon engagement for Maintenance Mode services, clients will gain immediate access to the following resources:

Quarterly one on one calls with Registrant

Access to The Entrepreneur’s Virtual Family Office® System

The Entrepreneur’s Rolodex and Forum

Access to a Personalized Online Net Worth Dashboard

In addition to the above, to the extent specifically requested by the client, the Maintenance Mode program can also provide:

Tax Planning Strategies and Projections

Personal Liability and Income Insurance Review

Business Liability and Income Insurance Review

Estate Planning Review

Billionaire Investment Allocation and Glidepath

Third-Party Investment Management Review and In House Management

Entity and Corporate Governance Review

All Maintenance Mode engagements include discretionary or non-discretionary investment management services, as elected by the client, inclusive of the client’s asset-based Maintenance Mode fee. INVESTMENT MANAGEMENT Registrant’s various other service offerings may also be combined with Registrant’s discretionary or non-discretionary investment management services. Except as provided herein, or as otherwise agreed between Registrant and the client, investment management services are provided for a separate and additional asset-based fee. FINANCIAL PLANNING AND CONSULTING (STAND-ALONE) To the extent requested by a client, the Registrant may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) either inclusive of the client’s discretionary or non-discretionary investment management services or on a stand-alone separate fee basis. For standalone engagements, Registrant’s planning and consulting fees are negotiable, but generally range from $1,000 to $20,000 on a fixed fee basis, depending

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A. FAMILY OFFICE ASSESSMENT

Registrant’s Family Office Assessment is available for a one-time fixed fee. If Family Office Assessment services are combined with Virtual Family Office or Wealth Accelerator services, the Family Office Assessment fixed fee is $40,000 or $25,000, respectively. Clients in Registrant’s FFO Essentials program, discussed in Item 4 above, are eligible to receive Registrant’s Family Office Assessment for a discounted fixed fee of $10,000, if the client engages Registrant for Family Office Assessment services prior to or at the time of the completion of the FFO Essentials program. In all other instances, the Family Office Assessment fixed fee is individually negotiated, based on a variety of factors, such as the overall scope of the engagement, any other combined services to be received from Registrant, the representative assigned to the account, the complexity of the client’s financial situation, the anticipated number of meetings and servicing needs, and other factors. As discussed in Item 4 above, Registrant may also provide services to attendees of thirdparty educational workshops and seminars. Although attendees generally pay a fee to receive such services, the compensation is typically paid to the event sponsor, and, unless otherwise disclosed, no portion of this compensation is retained by Registrant. Notwithstanding the foregoing, for those workshop and seminar attendees who pay to receive additional services performed by Registrant and who, within thirty (30) days, engage Registrant to provide Family Office Assessment services, Registrant may discount its Family Office Assessment fixed fee in an amount equal to the value of the services provided by Registrant. Any such discount will be set forth in a separate writing between Registrant and the client. The client can receive the Family Office Assessment either on a standalone basis or in combination with one or more of Registrant’s other advisory programs. In all cases, the fee charged for Family Office Assessment services, if any, is separate from, and in addition to, the fees paid to Registrant for Registrant’s other services. FFO ESSENTIALS The FFO Essentials program is a ninety (90) day program provided for a one-time fixed fee of $15,000. Registrant generally requires that the full amount of the fee be paid at the time of engagement. WEALTH BUILDER The Wealth Builder program is a one-year program provided for a total fixed fee of $24,000. This total fee is paid in monthly increments of $2,000, in advance. Wealth Builder clients may be asked to make a down payment prior to commencement of the program’s one-year term, up to a maximum of $2,000. Any such down payment, to the extent applicable, will be applied to the client’s first incremental payment. In no event will Registrant solicit or require prepayment of $1,200 or more in fees, six months or more in advance. Attendees of Registrant-sponsored educational workshops may be eligible to receive a fee waiver of the first month of Wealth Builder fees. Please see below for further information. For Wealth Builder clients who also elect to receive Registrant’s discretionary or nondiscretionary investment management services, such investment management services will be subject to a separate and additional asset-based annual fee of 0.40%. WEALTH ACCELERATOR

The Wealth Accelerator program is offered on a month-to-month basis, for a monthly fixed fee of $6,000, paid in advance. For Wealth Accelerator clients who also elect to receive Registrant’s discretionary or nondiscretionary investment management services, such investment management services will be subject to a separate and additional asset-based annual fee of 0.35%. VIRTUAL FAMILY OFFICE The Virtual Family Office program is offered on a month-to-month basis, for a monthly fixed fee of $12,000, paid in advance. For Virtual Family Office clients who also elect to receive Registrant’s discretionary or non-discretionary investment management services, such investment management services will be subject to a separate and additional asset-based annual fee of 0.30%. MAINTENANCE MODE Maintenance Mode services are rendered for an annual asset-based fee, paid on a quarterly basis in advance, calculated based upon the market value of the assets on the last business day of the previous quarter. Initial Maintenance Mode quarterly fees will be prorated based on the number of days in the billing period from the commencement of Maintenance Mode services. For the purpose of calculating Maintenance Mode fees, client assets are measured on a percustodian basis. Maintenance Mode asset-based fees are determined pursuant to a tiered, progressive fee schedule, measured by custodian, in accordance with the fee schedule set forth below: Asset Level First $2,000,000 Next $2,000,000 Next $2,000,000 Next $4,000,000 Over $10,000,000

Annual Fee Rate 1.00% 0.80% 0.60% 0.50% 0.40%

To illustrate the above, a Maintenance Mode client who, throughout the course of a year, had a constant $2,500,000 in managed assets at Custodian A and $250,000 in managed assets at Custodian B, would be subject to an annual Maintenance Mode fee of: Custodian A: ($2,000,000 * 1.00%) + ($500,000 * 0.80%) = $24,000 Custodian B: ($250,000 * 1.00%) = $2,500 Total Annual Fee: $26,500 Please Note: To the extent that a client’s investment portfolio utilizes an Independent Manager, as discussed in Item 4 above, and the Independent Manager charges fees in addition to the Registrant’s fee, the client shall incur additional management fees as detailed in materials provided by the particular Independent Manager prior to engaging the Independent Manager’s services. As disclosed in Item 10.D below, the Registrant does not receive, directly or indirectly, compensation from Independent Manager(s) it selects or recommends to its clients.

Annual Adjustments to Monthly Fees: Monthly fixed fees for ongoing Wealth Accelerator and Virtual Family Office services will be adjusted on an annual basis, based on changes to the Consumer Price Index for All Urban Consumers (“CPI-U”). Adjustments will be made each year the relevant services agreement remains in effect, in the calendar month in which the agreement was initially executed, based on the CPI-U data from the preceding month. For example, if an agreement for Wealth Accelerator services is executed in January 2026, an adjustment to the monthly fixed fee for such service will be made in January 2027, based on CPI-U data from December 2026. Monthly fixed fees will be adjusted (up or down), in direct proportion to the change in the CPI-U for the relevant month. Adjustments made pursuant to this paragraph after the first full year of continuous services will be calculated based upon the client’s monthly fee, after any applicable discounts have been applied. Subsequent adjustments will be calculated based upon the client’s then-current fixed monthly fee. In an inflationary environment, this means that existing clients may pay higher fees than new clients for Wealth Accelerator or Virtual Family Office services. FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) To the extent specifically requested by a client, the Registrant may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone fee basis. Registrant’s planning and consulting fees are negotiable, but generally range from $1,000 to $20,000 on a fixed fee basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Depending on the scope of planning services to be performed, Registrant may require that clients pay the full fixed fee upon engagement. If agreed by Registrant, all other clients will be required to pay a portion of the fixed fee in advance. Generally, the balance of the Registrant’s fixed fee, if any, shall be paid in advance and due in monthly or quarterly payments, as agreed, at the end of each successive period. RETIREMENT CONSULTING The Registrant also provides non-discretionary pension consulting services, pursuant to which it assists sponsors of self-directed retirement plans with the selection and/or monitoring of investment alternatives (generally open-end mutual funds) from which plan participants shall choose in self-directing the investments for their individual plan retirement accounts. The Registrant generally charges an annual fee between negotiable and .50% of plan assets depending on the services requested and the size of the plan for Retirement Consulting Services. EDUCATIONAL WORKSHOPS AND SEMINARS Registrant-sponsored workshops are typically provided for a $2,000 fixed fee, which is payable in its entirety upon booking. Payments may be made by check. Registrant may, in its sole discretion, reduce or waive the fee charged for attendance at its workshops. Attendees of a Registrant-sponsored workshop who sign up to receive Registrant’s Wealth Builder service while attending the workshop will receive their first month of Wealth Builder services for no cost. All other terms of the Wealth Builder program, including the one-year commitment and overall fee (reduced to $22,000 for clients who are eligible for this discount), will apply. FEE NEGOTIABILITY AND ALTERNATIVE FEE ARRANGEMENTS

Registrant reserves the right to negotiate its fees, or engage in alternative fee arrangements not described herein, based upon various objective and subjective factors, including but not limited to: the representative assigned to the account, the amount of assets to be invested, the complexity of the engagement, the anticipated number of meetings and servicing needs, related accounts, future earning capacity, anticipated future additional assets, negotiations with the client, and other factors. As a result, similarly-situated clients may be differing fees, and comparable advisory services may be available from other investment advisers for similar or lower fees. Before engaging Registrant to provide investment advisory services, clients are required to enter into an agreement with Registrant, setting forth the terms and conditions of the engagement (including termination), which describes the fees and services to be provided. B. Clients may elect to have the Registrant’s investment management fees deducted from their custodial account. Both Registrant's services agreement and the custodial/clearing agreement may authorize the custodian to debit the account for the amount of the Registrant's fee and to directly remit that management fee to the Registrant in compliance with regulatory procedures. In the event that the Registrant bills the client directly, payment is due within ten (10) days of receipt of the Registrant’s invoice. The Registrant generally deducts fees and/or bills its asset-based fees quarterly in advance, with asset-based fee calculations based upon the market value of the assets on the last business day of the previous quarter. C. As discussed below, unless the client directs otherwise or an individual client’s circumstances require, the Registrant shall generally recommend that Charles Schwab & Co., Inc. (“Schwab”), Fidelity, Inc. (“Fidelity”), and/or AssetMark, serve as the brokerdealer/custodian for client investment management assets. Broker-dealers such as Schwab, Fidelity and/or AssetMark charge brokerage commissions and/or transaction fees for effecting certain securities transactions in accordance with their respective transaction fee/brokerage commission schedules. In addition. clients will 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). Clients may also incur third-party investment platform fees. As discussed above, when appropriate, client assets may be placed under the management of one or more unaffiliated Independent Managers. The fees to be charged by any such Independent Manager, to the extent applicable, will be detailed in materials provided by the particular Independent Manager prior to engaging the Independent Manager’s services. Certain Independent Managers may require that investment assets be maintained at a specified broker-dealer/custodian. In such instances, Registrant will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a result, clients may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices on transactions for the account than would otherwise be the case through alternative clearing arrangements recommended by Registrant. Higher transaction costs adversely impact account performance. D. Registrant's asset-based advisory fees are generally prorated and paid quarterly, in advance, based upon the market value of the assets on the last business day of the previous quarter. Registrant generally does not make adjustments for account deposits and withdrawals made during a billing period. Monthly fixed fees for Wealth Accelerator and Virtual Family Office services, as well as

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A. The Registrant may utilize the following methods of security analysis: • Fundamental - (analysis performed on historical and present data, with the goal of making financial forecasts) The Registrant may utilize the following investment strategies when implementing investment advice given to clients: • Long Term Purchases (securities held at least a year) • Short Term Purchases (securities sold within a year) Investment Risk. Investing in securities involves risk of loss that clients should be prepared to bear. 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 the Registrant) will be profitable or equal any specific performance level(s). B. The Registrant’s methods of analysis and investment strategies do not present any significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis the Registrant must have access to current/new market information. The Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, severely limiting the value of the Registrant’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. The Registrant’s primary investment strategies - Long Term Purchases and Short Term Purchases - are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer term investment strategy. Certain Independent Managers that may be engaged to manage client assets can employ direct indexing investment strategies, including direct indexing strategies focused on socially responsible investment mandates. Direct indexing strategies attempt to replicate the performance of an underlying index or benchmark through a separately managed account, rather than through a pooled investment vehicle. Direct indexing may provide a more tax efficient means of investing and may allow for more customized investment allocations than pooled investment vehicles adhering to a similar investment mandate.

However, direct indexing is generally only appropriate for clients who place sufficient assets into the strategy, as direct indexing strategies generally rely upon economies of scale to realize their intended benefits. Fees and expenses for direct indexing strategies, including fees paid to the strategy manager, may also be higher than the fees associated with pooled investment vehicles with similar investment mandates. Higher fees and expenses adversely impact account performance. “Socially responsible investing” refers to the incorporation of environmental, social and governance (generally referred to as “ESG”) considerations into the investment process. Clients requesting to engage in ESG-focused investing must be willing to accept the inherent risks and limitations of that strategy, including without limitation those risks and limitations described below. The investment universe of ESG-related investment vehicles is by nature narrower in scope than the broader market, and therefore ESG investment options may be limited when compared to non-ESG options. By narrowing the scope of investment options, clients may miss the opportunity to invest in a non-ESG sector or security, which could otherwise contribute to their overall portfolio performance. ESG securities could underperform broad market indexes. ESG mandated investment funds may have higher expense ratios than non-ESG mandated investment vehicles. ESG considerations may also vary from person to person, so a client’s opinion about what constitutes valid and valuable ESG principles may differ from those of the security issuer or strategy manager. ESG scores and ratings may also differ between different ESG securities because of the way the respective issuers and fund managers analyze and identify ESG factors. The underlying holdings of some ESG investment vehicles may not disclose the same level or scope of ESG information as other companies. As a result, some investments may not capture ESG concepts with 100% accuracy. Therefore, Registrant will generally rely on Independent Managers to establish their own systems of ranking and assessing sustainability factors in connection with the relevant manager’s ESG mandate. C. Currently, the Registrant allocates client investment assets on a discretionary or nondiscretionary basis primarily among individual debt and equity securities (including private REIT products), and various no-load mutual funds, in accordance with the client’s designated investment objective(s). When appropriate, Registrant may recommend that a client allocate assets to one or more Independent Managers for ongoing management. These Independent Managers may make available investment vehicles, models, or strategies that utilize derivatives (e.g., futures, swaps, and options) and/or leverage in pursuit of their investment mandates. This style of investing may not be suitable for all clients, and all clients should consider their financial position and risk tolerance prior to engaging any recommended Independent Manager(s). Some of the material investment risks associated with the use of derivatives and leverage are discussed below. A more comprehensive discussion of the risks involved with the use of an Independent Manager will be set forth in the Independent Manager’s disclosure documents, which will be provided to clients prior to engagement. All clients are advised to carefully review these disclosure documents and to bring any questions to the attention of their representative before engaging an Independent Manager. Risks of Derivatives. Derivatives trading is highly speculative. Price movements of derivative contracts are influenced by, among other things, changing supply and demand relationships, governmental agricultural and trade programs and policies, and national and international political and economic events. Foreign currency forward prices are influenced

by, among other things, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions, and currency devaluations and revaluations. In addition, unless a portfolio is hedged against fluctuations in the exchange rate between the U.S. dollar and the currencies in which trading is done on some foreign exchanges, any profits that such a portfolio realizes in trading on such exchanges could be eliminated by adverse changes in the exchange rate, or such a portfolio could incur losses as a result of any such changes. Due to the low margin deposits normally required in derivatives trading, an extremely high degree of leverage is typical of a derivatives trading account. As a result, a relatively small price movement in a derivatives contract price may result in substantial losses to a portfolio. Like other leveraged investments, any purchase or sale of a derivatives contract may result in losses in excess of the amount invested. Accordingly, relatively small derivatives positions have the potential to erode significantly or erase gains and compound losses in other investments held by a portfolio. Risks of Leverage. Leverage involves the borrowing of funds from U.S. and non-U.S. brokerage firms, banks, and other institutions in order to be able to increase the amount of capital available for securities investments. Leverage may also be embedded in financial instruments, including futures and short sales, as well as over-the-counter derivatives like options, swaps, and forwards, which enable investors to gain exposure to assets whose value exceeds the amount of capital necessary to obtain such exposure. Money borrowed will be subject to interest, costs and other fees, which may or may not be recovered by earnings on the securities purchased. A fund or account also may be required to maintain minimum average balances in connection with borrowing or to pay a commitment or other fee to maintain a line of credit. Either of these requirements would increase the cost of borrowing over the stated interest rate. Unless the appreciation and income, if any, on assets acquired with borrowed funds exceed the costs of borrowing, the use of leverage will diminish the investment performance of a fund or account compared with what it would have been without leverage. Registrant may also introduce certain qualified clients to unaffiliated private investments. Registrant’s role relative to the private investments shall be limited to its evaluation of the benefits and limitations of the investment, which evaluation will be based exclusively upon Registrant’s review of the investment’s documentation and/or information provided by the investment, its sponsor or issuer, and/or third-party provider. Registrant’s clients are under absolutely no obligation to consider or make an investment in a private investment(s). 1. Unaffiliated Private Investment Risk Factors: Private investments generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each investment’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investments do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, Private Placement Memorandum, or similar offering document pursuant to which the client shall establish that he/she is qualified for investment and acknowledges and accepts the various risk factors that are associated with such an investment. 2. Private Investment Valuation: In the event that Registrant references private investments owned by the client on any supplemental account reports prepared by Registrant, the value(s) for all private

investments owned by the client shall reflect the most recent valuation provided by the investment’s sponsor or issuer. The current value of any private investment could be significantly more or less than the original purchase price or the price reflected in any supplemental account report. However, unless otherwise agreed upon with the client, the value of any private investment will not be included in assets under management for the purposes of calculating Registrant’s fees. 3. Potential for Conflict of Interest: In some cases, certain associated persons of Registrant maintain ownership interests in the private investments that may be introduced to Registrant’s clients. Such ownership interest presents a conflict of interest in Registrant’s evaluation of the investment, in that Registrant’s associated persons may be incentivized to evaluate the investment in a favorable manner in an effort to preserve or enhance the value of the associated person’s investment. Registrant will fully disclose this conflict to clients who are introduced to a private investment in which one or more of Registrant’s associated persons maintain an ownership interest.

Types of Clients The Registrant’s clients shall generally include individuals, high net worth individuals, pension and profit sharing plans, and charitable organizations. Registrant generally does not require a minimum asset level for the majority of its investment advisory services. However, Registrant requires a minimum asset level of $1,000,000 for Maintenance Mode services, which minimum may be waived or reduced at Registrant’s sole discretion.

Performance-Based Fees and Side-by-Side Management Neither the Registrant nor any supervised person of the Registrant accepts performancebased fees.

A. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. C. Insurance Agency and Licensed Insurance Agent. The Registrant is licensed as an insurance agency. Certain of Registrant’s associated persons, in their individual capacities, are licensed insurance agents, but do not solicit clients for commission-based insurance sales. Insurance licenses are maintained for the purpose of collecting trail commissions only. Dew Bookkeeping. Registrant is affiliated with Dew Tax Advisory, LLC d/b/a Dew Bookkeeping (“Dew Bookkeeping”) through common ownership and control. When appropriate, Registrant may recommend the services of Dew Bookkeeping to certain investment advisory clients. Such recommendation presents a conflict of interest, as Registrant is incentivized to recommend the services of its affiliated bookkeeper, rather than other, unaffiliated providers. No client is under any obligation to use the services of Dew Bookkeeping, and clients are free to use the services of the bookkeeper of their choosing. Unless otherwise agreed, any fees attributable to services provided by Dew Bookkeeping (which will be set forth in a written agreement between the client and Dew Bookkeeping) are separate from, and in addition to, any fees attributable to investment advisory services provided by Registrant.

D. The Registrant does not receive, directly or indirectly, compensation from Independent Manager(s) it selects or recommends to its clients. Prior to recommending any Independent Manager, the Registrant shall ensure that the Independent Manager is properly state registered or notice-filed.

A. The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Registrant’s representatives that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, the Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by the Registrant or any person associated with the Registrant. B. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. C. The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons”. The Registrant’s securities truncation policy requires that an Access Person of the Registrant must provide the Chief Compliance Officer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the Chief Compliance Officer or his/her designee with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date the Registrant selects; provided, however that at any time that the Registrant has only one Access Person, he or she shall not be required to submit any securities report described above. D. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated above in Item 11.C, the Registrant has

a personal securities transaction policy in place to monitor the personal securities transaction and securities holdings of each of Registrant’s Access Persons.

A. In the event that the client requests that the Registrant recommend a brokerdealer/custodian for execution and/or custodial services (exclusive of those clients that may direct the Registrant to use a specific broker-dealer/custodian), Registrant generally recommends that investment management accounts be maintained at Schwab, Fidelity and/or AssetMark. Prior to engaging Registrant to provide investment management services, the client will be required to enter into a formal agreement with Registrant setting forth the terms and conditions under which Registrant shall manage the client's assets, and a separate custodial/clearing agreement with each designated broker-dealer/custodian. Factors that the Registrant considers in recommending Schwab, Fidelity and/or AssetMark (or any other broker-dealer/custodian to clients) include historical relationship with the Registrant, financial strength, reputation, execution capabilities, pricing, research, and service. Although the commissions and/or transaction fees paid by Registrant's clients shall comply with the Registrant's duty to obtain best execution, a client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where the Registrant determines, in good faith, that the commission/transaction fee is reasonable. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Registrant will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. The brokerage commissions or transaction fees charged by the designated broker-dealer/custodian are exclusive of, and in addition to, Registrant's investment management fee. The Registrant’s best execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. Certain Independent Managers may require that investment assets be maintained at a specified broker-dealer/custodian. In such instances, Registrant will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a result, clients may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices on transactions for the account than would otherwise be the case through alternative clearing arrangements recommended by Registrant. Higher transaction costs adversely impact account performance. 1. Research and Additional Benefits Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker-dealer/custodian, Registrant can receive from Schwab, Fidelity and/or AssetMark (or another broker-dealer/custodian, investment platform, unaffiliated investment manager, mutual fund sponsor, or vendor) without cost (and/or at a discount) support services and/or products, certain of which assist the Registrant to better monitor and service client accounts maintained at such institutions. Included within the support services that can be obtained by the Registrant may be investment-related research, pricing information and market data, software and other technology that provide access to client account data, compliance and/or practice management-related publications, discounted or gratis consulting

services, discounted and/or gratis attendance at conferences, meetings, and other educational and/or social events, marketing support, computer hardware and/or software and/or other products used by Registrant in furtherance of its investment advisory business operations. Certain of the above support services and/or products assist the Registrant in managing and administering client accounts. Others do not directly provide such assistance, but rather assist the Registrant to manage and further develop its business enterprise. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at Schwab, Fidelity and/or AssetMark as a result of this arrangement. There is no corresponding commitment made by the Registrant to Schwab and/or AssetMark or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. 2. The Registrant does not receive referrals from broker-dealers. 3. The Registrant does not generally accept directed brokerage arrangements (when a client requires that account transactions be effected through a specific broker-dealer). In such client directed arrangements, the client will negotiate terms and arrangements for their account with that broker-dealer, and Registrant will not seek better execution services or prices from other broker-dealers or be able to "batch" the client's transactions for execution through other broker-dealers with orders for other accounts managed by Registrant. As a result, client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. In the event that the client directs Registrant to effect securities transactions for the client's accounts through a specific broker-dealer, or if client’s assets are required to be maintained with and/or transacted through a particular broker-dealer, the client correspondingly acknowledges that such direction or requirement may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that may be available through Registrant. Higher transaction costs adversely impact account performance. Transactions for directed accounts will generally be executed following the execution of portfolio transactions for non-directed accounts. B. The Registrant does not combine or “bunch” orders to negotiate commission rates.

A. As referenced in Item 12.A.1 above, the Registrant may receive an economic benefit from Schwab, Fidelity and/or AssetMark. The Registrant, without cost (and/or at a discount), may receive support services and/or products from Schwab, Fidelity and/or AssetMark. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at Schwab, Fidelity and/or AssetMark as a result of this arrangement. There is no corresponding commitment made by the Registrant to Schwab, Fidelity and/or AssetMark or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. B. The Registrant does not compensate, directly or indirectly, any person, other than its representatives, for client referrals.

A. For those clients to whom Registrant provides investment supervisory services, account reviews are conducted on an ongoing basis by the Registrant's management persons and/or representatives. All investment supervisory clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review financial planning issues (to the extent applicable), investment objectives and account performance with the Registrant on an annual basis.

B. The Registrant may conduct account reviews on an other than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. C. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts.

The Registrant shall have the ability to have its advisory fee for each client debited by the custodian. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the brokerdealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. To the extent that the Registrant provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by the Registrant with the account statements received from the account custodian. The account custodian does not verify the accuracy of the Registrant’s advisory fee calculation. The Registrant provides other services on behalf of its clients that require disclosure at ADV Part 1, Item 9. In particular, certain clients have signed asset transfer authorizations that permit the qualified custodian to rely upon instructions from the Registrant to transfer client funds to “third parties.” In accordance with the guidance provided in the SEC Staff’s February 21, 2017 Investment Adviser Association No-Action Letter, the affected accounts are not subjected to an annual surprise CPA examination.

The client can determine to engage the Registrant to provide investment management services on a discretionary basis. Prior to engaging Registrant to provide investment

management services, the client will be required to enter into a formal agreement with Registrant setting forth the terms and conditions under which Registrant shall manage the client's assets, and a separate custodial/clearing agreement with each designated brokerdealer/custodian. Clients who engage the Registrant on a discretionary basis may, at any time, impose restrictions, in writing, on the Registrant’s discretionary authority. (i.e. limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe the Registrant’s use of margin, etc.).

A. The Registrant does not vote client proxies. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. B. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation.

A. The Registrant does not solicit fees of more than $1,200, per client, six months or more in advance. B. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. C. The Registrant has not been the subject of a bankruptcy petition.