Sara-Bay Financial Corp.: investment adviser

What We Do We specialize in active asset management - offering clients a choice of growth, income, and a blended strategy. We are different from many financial advisors in that we build and actively manage client portfolios using our own research. When a client opens an account through Sara-Bay Financial Corp., client assets are held by the custodian, Charles Schwab & Company, Inc. Sara-Bay Financial is a fee only advisory firm and does not earn commissions on any Charles Schwab & Company, Inc., transactions. Transaction costs are passed on to the client. As of 2019, there are no transaction costs associated with equity trades. In accomplishing your investment objectives, we will: (i) create an investment strategy; (ii) implement the designed investment strategies for investment management, asset allocation; and (iii) monitor the investment of such management strategies. All assets that we manage are managed on a discretionary basis. For more information on our investment strategies, see Methods of Analysis, Investment Strategies and Risk of Loss on Page 8.

How We Get to Know You We get to know you through one-on-one consultations to discuss issues such as your current income and expenses, career and personal goals, investment return expectations, and prior investment experience. It is critical for us to understand who you are and what you want to accomplish financially. We strive to gather a clear picture of your financial goals and risk tolerance. In some instances financial planning software will be utilized to enable us to further analyze your financial status and to project possible future outcomes. Once your financial parameters have been identified, we will prepare an investment plan that outlines the asset mix that is most suitable for your investment expectations and risk tolerance.

Form ADV: Part 2A Page 4 of 14

DISCLOSURE BROCHURE

The following protocols establish how we handle our portfolio management accounts and what you should expect when it comes to: (i) managing your account; (ii) withdrawing funds from your account(s); (iii) your bill for investment services; (iv) other fees charged to your account(s); and, (iv) termination.

Discretion

We will establish discretionary trading authority through a limited trading authorization on all management accounts to execute securities transactions at any time without your prior consent or advice.

Billing

Your account will be billed quarterly in advance based on the aggregate fair market portfolio value of the assets in your account on the last day of the quarter. For the first billing quarter, if the management account was not opened at the beginning/end of the quarter, the fee will be based upon a pro-rata calculation of the fair market value of your assets to be managed for the period. Advisory fees will be withdrawn from money market funds or cash balances.

Deposits and Withdrawals

Assets in excess of S10,000 deposited into, or withdrawn from, your portfolio management account between billing cycles will be calculated as follows: for a withdrawal, a pro-rated refund of fees and for a deposit, a pro-rated fee. Such pro-rated fee or refund will be based on the number of days remaining in the current quarterly period.

Fee Exclusions

The above fees for all our management services are exclusive of charges imposed by Charles Schwab & Company, Inc., but not limited to: (i) any Exchange/SEC fees; (ii) certain transfer taxes; (iii) wire transfer fees, debit balances, margin interest; and (iv) trading or execution costs associated with securities held in your managed account.

Termination of Portfolio Management Services

To terminate investment advisory services, either party (you or us), by written notification to the other party, may terminate the Investment Advisory Agreement at any time, provided such written notification is received at least 30 days prior to the date of termination. Such notification should include the date the termination will go into effect along with any final instructions on the account; i.e., liquidate the account, finalize all transactions, and/or cease all investment activity.

Fundamental analysis considers economic conditions, earnings, free cash flow, return on equity, dividends, company management holdings, cash flow, debt ratios, and current interest rates.

Technical Analysis

Technical analysis utilizes current and historical pricing information to help us identify trends within the markets. This may involve the use of various technical indicators, such as relative strengths, moving averages and trend­ lines, among other quantitative tools. With our stock selection process, we will use both fundamental and technical analysis. Fundamental analysis provides us with a long-term view of a security that begins with determining a company's value and the strength of its financials. The technical analysis helps to identify opportune entry or exit points.

Investment Strategy

It is our belief that within the context of all market climates, whether overall conditions are positive, negative, or neutral, there are always individual companies which represent unusual value. It is our job to attempt to ferret out these golden nuggets and select them for your portfolio.

For the selection process, both the fundamental factors, as well as technical considerations relating to the companies are evaluated. Investment results are dependent not only on proper stock selection, but upon effective management technique. These decisions include the number of dollars to be invested in a particular investment and what percentage of the entire portfolio should remain in money markets or cash. Also, control of risk is paramount. Within the portfolio, those companies which fail to fulfill our expectations are routinely and systematically eliminated. While our strategy does not eliminate risk, its purpose is to reduce it. There is an ongoing effort to enhance and upgrade your portfolio. While occasional opportunities arise, which result in the realization of short-term gains, it is anticipated that the greatest enhancement to the portfolio will be derived from the "core" longer term holdings; i.e., stocks held one to five years or longer.

Form ADV: Part 2A Page 7 of 14

METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS (Cont’d.) The focus for our growth stock selection is primarily in three areas: 1. Among stock selection considerations are the following: strong annual earnings growth; improving or anticipated increase in quarterly sales; return on equity; cash flow; profit margin; long-term debt low or at manageable levels compared to other companies in the same industry. 2. Shares of companies which show promise of future dynamic profitability because of the introduction of new products, a unique technology or valuable patents. 3. Stocks of corporations which have become severely depressed but have the potential to be rejuvenated and become turnaround situations (This could be a result of management changes, new products, elimination of costly operations, or new and innovative ideas.) We do not feel compelled to be fully invested in equities (stocks) when an alternative investment (cash reserves) offers a more attractive opportunity. It is our belief that avoiding severe losses is more important in determining overall market performance over the course of an entire market cycle. As in any investment plan, there is risk involved, and there is no guarantee that the goals set forth will be achieved. The Growth Strategy is an equity portfolio comprised of 15-20 small, medium and large cap companies. The

objective is to own an industry diverse stable of both domestic and international companies that demonstrate above average growth.

The Equity Dividend Income Strategy is a portfolio comprised of approximately 18-25 domestic and

international large cap companies. The objective is to own an industry diverse stable of large growing companies with the primary focus on dividend income. Among the key metrics, companies are screened by market capitalization, industry group, consistent annual earnings, payout ratio, consistent yield. This strategy tends to have considerably lower volatility when compared to the equity growth portfolio.

The ETF Growth Strategy is a portfolio consisting of ultra-low-cost equity exchange funds (ultra-low cost refers

to the gross expense ratios which are the internal expenses charged by the ETF). The objective is long term growth. The strategy encompasses a broad diversification of small to large equity funds with exposure to domestic, international, emerging markets and the real-estate sector.

The Balanced ETF Strategy is a portfolio consisting of ultra-low-cost equity exchanged traded funds (ultra-low cost refers to the gross expense ratios which are the internal expenses charged by the ETF). The primary

objective is a combination of dividend income and fixed income. The strategy encompasses a broad diversification among both equity and bond funds with exposure to domestic, international, emerging markets and the real-estate sector.

The Fixed Income Strategy is a portfolio with the primary objective interest income and capital preservation.

Dependent upon the current interest rate environment the portfolio may be comprised of money market funds, certificates of deposit, and exchange traded bond funds.

The Blend Strategy is a combination of both the Growth and Dividend Income portfolios. The strategy consists of approximately 20-25 holdings. The dividend portion is primarily comprised of large capitalization companies showing strong fundamentals with a history of consistent dividends. The growth portion consists of small, medium, and large companies, both foreign and domestic that demonstrate above average growth. Form ADV: Part 2A Page 8 of 14

Form ADV: Part 2A Page 8 of 14Disclosure Brochure

Primary Risks: Equity risk -applies to an investment in shares. The market price of shares varies all the time depending on demand and supply. Equity risk is the risk of loss because of a drop in the market price of shares.

Socio-political risk: This involves risk related to political and social events -- such as a terrorist attack, war,

pandemic, or elections -- that could impact financial markets. Such events, whether actual or anticipated, can affect investor attitudes and outlooks, resulting in system wide fluctuations in stock prices. Currency risk: Any change in the exchange rate between two relevant currencies can increase or reduce your investment return. You probably have exposure to currency risk if you own stock in a foreign firm or in a large U.S. company with significant foreign sales. Interest rate risk: This is the risk that the value of a security can fluctuate due to changes in interest rates. Interest rate changes directly affect bonds: As interest rates rise, the price of a previously issued bond falls; conversely, when interest rates fall, bond prices increase. Inflation risk (or purchasing power risk): The risk that general increases in the prices of goods and services will reduce the purchasing power of money and likely negatively impact the value of investments. Liquidity risk: The risk that you won't be able to buy or sell investments quickly for a price that tracks the true underlying value of the asset, or that you won't be able to sell the investment at all because of a lack of buyers in the market. Management risk This is inherent to a company's day-to-day operations. For example, the risk that a company's key product line is discontinued, that production costs soar, or that a key executive leaves, potentially impactingthe value of the company or its ability to repay its debts. These risks vary by company and sector. Credit risk (or default risk): The risk that a bond issuer will fail to make interest payments or to pay back your principal when your bond matures.

* Honest and ethical conduct * Full, fair and accurate disclosure * Compliance with applicable rules and regulations * Reporting of any violation of the Code * Accountability To help you understand our ethical culture and standards, how we control sensitive information, and what steps have been taken to prevent personnel from abusing their inside position, a copy of our Code of Ethics is available for review upon request.

Client Transactions

We have a fiduciary duty to ensure that your welfare is not subordinated to any interests of ours or any of our personnel. The following disclosures are internal guidelines we have adopted to assist us in protecting all of our clientele.

Participation or Interest It is against our policies for any of our employees to invest with you or with a group of clients, or to advise you or a group of clients to invest in a private business interest or other non-marketable investment unless prior approval has been granted by Mary Hettig, our Chief Compliance Officer, and such investment is not in violation of any SEC and/or State rules and regulations. Trading Allocation Our objective in order execution is to act fairly, impartially, and to take all reasonable steps to obtain the best possible results (known as "best execution") for our clients. When we execute an order for multiple clients, it is our policy to average the price, carried out to three decimal places, so that all clients pay or receive the same average price.

Form ADV: Part 2A Page l0 of 14Disclosure Brochure

Code of Ethics, (Cont'd) Personal Trading

Our employees are permitted to personally invest their own monies in securities, which may also be, from time to time, recommended to you. Most of the time, such investment purchases are independent of, and not connected in any way to, the investment decisions made on your behalf. However, there may be instances where investment purchases for you may also be made in an employee's account. In these situations, we have implemented the following guidelines in order to ensure our fiduciary integrity: 1. No employee acting as an Investment Advisor Representative or who has discretion over your account, shall buy or sell securities for their personal portfolio(s) where their decision is substantially derived, in whole or in part, by reason of his or her employment, unless the information is also available to the investing public on reasonable inquiry. No employee of ours shall prefer his or her own interest to that of yours or any other advisory client. 2. Our Chief Compliance Officer reviews the holdings of employees on a regular basis. 3. We require that all employees act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 4. Bunched orders (see Trading Allocation on Page 11) may include employee accounts. In such cases, priority and advantage will be given to satisfy your order first regardless of the situation. 5. Any individual not in observance of the above may be subject to termination. Personal trading activities are monitored by Mary Hettig and Benjamin Hard to ensure that such activities do not impact upon your security or create conflicts of interest. Class Action Policy

The Company, as a general policy, does not elect to participate in class action lawsuits on your behalf. Rather, such decisions shall remain with you or with an entity you designate. We may assist you in determining whether you should pursue a particular class action lawsuit by assisting with the development of an applicable cost-benefit analysis, for example. However, the final determination of whether to participate, and the completion and tracking of any such related documentation, shall generally rest with you.

Insider Trading

The Company is in compliance with the Insider Trading and Securities Fraud Enforcement Act of 1988. We do not share any non-public information and have controls in place to guard your personal information.

Form ADV: Part 2A Page 11 of 14 Disclosure Brochure

These services provided by Charles Schwab & Company, Inc., generally are available to independent investment advisors at no cost provided the investment advisor maintains a minimum amount of client assets under management in accounts at Charles Schwab & Company, Inc. Charles Schwab & Company, Inc's online services, dedicated trading desk and service group, real-time order matching systems and electronic interface, desktop software, and any research services provided or arranged by Charles Schwab & Company, Inc., will be used to service all client accounts. We are not a subsidiary of or an affiliated entity of Charles Schwab & Company, Inc. We have sole responsibility for investment advice rendered, and our advisory services are provided separately and independently from Charles Schwab & Company, Inc.

Direction of Transactions & Commission Rates (Best Execution)

Your investment needs, Charles Schwab & Company, Inc's reputation, trading capabilities, investment inventory, and financial strength, and our personal experience working with Charles Schwab & Company, Inc., have been considered, in suggesting Charles Schwab & Company, Inc., to you. Sara-Bay Financial seeks the best overall execution of transactions for client accounts. Sara-Bay is not compensated in any way for order execution, order handling, or orders directed to other firms. Sara-Bay does not engage in any "soft dollar" practices involving the receipt of research or other services in connection with client transactions.

Trade Errors

In the event of a trade error occurring in a client's account, Sara-Bay will seek to correct the trade immediately. The firm will ensure the client is made whole for any losses incurred by the trade error.,

Each statement will summarize the specific investments currently held, the value of your portfolio, and account transactions. Form ADV: Part 2A Page 12 of 14 Disclosure Brochure

Possession of client funds or securities, unless an adviser receives them inadvertently from a client. If the adviser returns them within three business days of receipt, custody can be avoided (inadvertent custody); Any arrangement which authorizes or permits an adviser to withdraw client funds or securities, e.g., a general power of attorney, direct debiting of advisory fees. Any capacity that gives an adviser, or supervised person, legal ownership or access to client funds or securities.

It is our policy that we will not accept, hold, directly or indirectly, client funds or securities, or have any authority to obtain possession of them.

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