DBR offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with DBR setting forth the relevant terms and conditions of the advisory relationship (the "Account Agreement").
DBR was registered as an investment adviser in September 2015 and is owned principally by David Root. Mr. Root has served as an investment advisor representative of the predecessor firm to D.B.
Root & Company since 1994. DBR also provides advisory services under the following business names: DBR & Co., DBR Fiduciary Plan Solutions, DBR Next and DBR & Co. Wealth Partners.
IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you.
When we provide 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. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest.
Assets Under Management As of December 31, 2023, DBR had approximately $713,529,776 in assets under management, all of which was managed on a discretionary basis. DBR had $8,505,557,596 of assets under adviserment as of December 31, 2023.
While this brochure generally describes the business of DBR, certain sections also discuss the activities of its Supervised Persons, which refer to DBR's officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on DBR's behalf and is subject to DBR's supervision or control. 4 Financial Planning and Consulting Services DBR offers clients a broad range of financial planning and consulting services, which may include any or all of the following functions:
•Business Planning •Retirement Planning
•Cash Flow Forecasting •Risk Management
•Trust and Estate Planning •Charitable Giving
•Financial Reporting •Distribution Planning
•Investment Consulting •Tax Planning
•Insurance Planning •Manager Due Diligence
•Fiduciary Advisory Services While each of these services is available on a stand-alone basis, certain of them may also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below).
In performing these services, DBR is not required to verify any information received from the client or from the client's other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. DBR may recommend that clients engage DBR for additional related services, its Supervised Persons in their individual capacities as insurance agents 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 clients engage DBR or its affiliates to provide additional services for compensation. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by DBR under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify DBR of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising DBR's recommendations and/or services.
Investment and Wealth Management Services DBR manages client investment portfolios on a discretionary basis. In addition, DBR may provide clients with wealth management services which include a broad range of comprehensive financial planning and consulting services as well as discretionary management of investment portfolios.
DBR primarily allocates client assets among various mutual funds, exchange-traded funds ("ETFs"), individual debt and equity securities, and independent investment managers ("Managers") in accordance with their stated investment objectives.
Where appropriate, DBR may also provide advice about any type of legacy position or other investment held in client portfolios. Clients can engage DBR to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, DBR directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product's provider.
5 DBR tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. DBR consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify DBR if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if DBR determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to DBR's management efforts.
Held Away Assets We use a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, Adviser will review the current account allocations. When deemed necessary, Adviser will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary.
Use of Managers As mentioned above, DBR may select certain Managers to actively manage a portion of its clients' assets. The specific terms and conditions under which a client engages a Manager may be set forth in a separate written agreement with the designated Manager. In addition to this brochure, clients may also receive the written disclosure documents of the respective Managers engaged to manage their assets.
DBR evaluates a variety of information about Managers, which includes the Managers' public disclosure documents, materials supplied by the Managers themselves and other third-party analyses it believes are reputable. To the extent possible, DBR seeks to assess the Managers' investment strategies, past performance and risk results in relation to its clients' individual portfolio allocations and risk exposure. DBR also takes into consideration each Independent Manager's management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors.
DBR continues to provide services relative to the discretionary selection of the Managers. On an ongoing basis, DBR monitors the performance of those

accounts being managed by Managers. DBR seeks to ensure the Managers' strategies and target allocations remain aligned with its clients' investment objectives and overall best interests.
Investment Consulting Services DBR also provides a variety of investment consulting services to third parties, including other investment advisory firms. When providing such services, DBR has no obligation to implement its investment recommendations and clients are free to accept or reject such recommendations.
6 Retirement Plan Services DBR offers a wide range of discretionary and non-discretionary retirement plan services, including nondiscretionary retirement plan consulting services, to employer-sponsored retirement plans ("Plans") and their participants.
Discretionary Investment Advisory Services When providing these services, DBR will exercise full discretionary authority over assets of the Plan, in the same the manner that it exercises investment discretion over non-retirement plan accounts. If the Plan is covered by the Employee Retirement Income Security Act of 1974 ("ERISA"), DBR will perform these investment advisory services to the Plan as a "fiduciary" under ERISA Section 3(38). Non-Discretionary Investment Advisory Services These services are designed to allow the employer or plan sponsor ("sponsor") to retain full discretionary authority or control over assets of the Plan. DBR will make investment recommendations to the Plan Sponsor, but it will not exercise investment discretion over those assets. If the Plan is covered by ERISA, DBR will perform these investment advisory services to the Plan as a "fiduciary" under ERISA Section 3(21).
The Sponsor may also engage DBR to perform one or more of the following non-discretionary investment advisory services: Investment Policy Statement ("IPS") DBR will review with the Sponsor the investment objectives, risk tolerance and goals of the Plan. If the Plan does not have an IPS, DBR will provide recommendations to the Sponsor to assist with establishing an IPS. If the Plan has an existing IPS, DBR will review it for consistency with the Plan's objectives. If the IPS does not represent the objectives of the Plan, DBR will recommend revisions to align the IPS with the Plan's objectives.
Advice Regarding Designated Investment Alternatives ("DIAs") Based on the Plan's IPS or other guidelines established by the Plan, DBR will review the investment options available to the Plan and will make recommendations to assist the Sponsor with selecting DIAs to be offered to Plan participants. Once the Sponsor selects the DIAs, DBR will, periodically and/or upon reasonable request, provide reports and information to assist the Sponsor with monitoring the DIAs. If a DIA is required to be removed, DBR will provide recommendations to assist the Sponsor with replacing the DIA.
Advice Regarding Designated Investment Alternatives ("DIAs") Based on the Plan's IPS or other guidelines established by the Plan, DBR will review the investment options available to the Plan and will make recommendations to assist the Sponsor with selecting DIAs to be offered to Plan participants. Once the Sponsor selects the DIAs, DBR will, periodically and/or upon reasonable request, provide reports and information to assist the Sponsor with monitoring the DIAs. If a DIA is required to be removed, DBR will provide recommendations to assist the Sponsor with replacing the DIA.
Advice Regarding Model Asset Allocation Portfolios ("Models") Based on the Plan's IPS or other guidelines established by the Plan, DBR will make recommendations to assist the Sponsor with creating risk-based investment strategies or models comprised solely among the Plan's DIAs. Once the Sponsor approves the models, 7 the Advisor will provide reports, information and recommendations, on a periodic basis, designed to assist the Sponsor with monitoring the models. Upon reasonable request, and depending upon the capabilities of the recordkeeper, DBR will make recommendations to the Sponsor to reallocate and/or rebalance the models to maintain their desired allocations.
Advice Regarding Third-Party Advisors and/or Managers Based on the Plan's IPS or other investment guidelines established by the Plan, DBR will review the Manager(s) available to the Plan and will make recommendations to assist the Sponsor with selecting a Manager to manage some or all of the Plan's investments. Once the Sponsor approves a Manager, DBR will provide reports, information and recommendations, on a periodic basis, designed to assist the Sponsor with monitoring the Managers. If the IPS criteria require any manager to be removed, DBR will provide recommendations to assist the Sponsor with evaluating replacement Managers.
Advice Regarding Qualified Default Investment Alternatives ("QDIA(s)") Based on the Plan's IPS or other guidelines established by the Plan, DBR will review the investment options available to the Plan and will make recommendations to assist the Sponsor with selecting or replacing the Plan's QDIA(s).
Participant Investment Advice DBR will meet with Plan participants, upon reasonable request, to collect information necessary to identify the participant's investment objectives, risk tolerance, time horizon, etc.
DBR will provide written recommendations to assist the participant with creating a portfolio using the Plan's DIAs or models, if available. The participant retains sole discretion over the investment of their account.
Retirement Plan Consulting Services Retirement Plan Consulting Services assist the Sponsor in meeting its fiduciary duties to administer the Plan in the best interests of Plan participants and their beneficiaries. Retirement Plan Consulting Services are performed so that they would not be considered "investment advice" under ERISA and, consequently, DBR is not acting as a fiduciary under ERISA. The Sponsor may elect any of the following services: Administrative Support
•Assist the Sponsor in reviewing objectives and options available through the Plan
•Review Plan Committee structure and administrative policies/procedures
•Recommend participant education and communication policies
•Provide articles for inclusion in the Sponsor's newsletter
•Assist with development/maintenance of fiduciary audit file and document retention policies
•Deliver fiduciary training and/or education periodically or upon reasonable request
•Assist with coordinating participant disclosures
•Recommend procedures for responding to participant requests 8 Service Provider Support
•Confirm whether Covered Service Provider ("CSP") reporting systems can account for investment fee levelization
•Assist Plan fiduciaries with a process to select, monitor and replace service providers
•Assist Plan fiduciaries with review of CSPs and fee benchmarking
•Provide reports and/or information designed to assist Plan fiduciaries with monitoring CSPs
•Assist with use of ERISA Spending Accounts or Plan Expense Recapture Accounts to pay CSPs
•Assist with preparation and review of Requests for Proposals and/or Information
•Coordinate and assist with CSP replacement and conversion Investment Monitoring Support
•Periodic review of investment policy in the context of Plan objectives
•Assist the Plan investment committee with monitoring investment performance
•Assist with monitoring any of the Managers
•Educate Plan investment committee members, as needed, regarding replacement of DIAs and/or QDIA(s) Participant Services
•Facilitate group enrollment meetings and coordinate investment education
•Assist Plan participants with financial wellness education, retirement planning and/or gap analysis Additional Retirement Services Provided Outside of the Agreement In providing Retirement Plan Services, DBR may establish a client relationship with one or more plan participants or beneficiaries. Such client relationships develop in various ways, including, without limitation:
•as a result of a decision by the participant or beneficiary to purchase services from DBR not involving the use of Plan assets;
•as part of an individual or family financial plan for which any specific recommendations concerning the allocation of assets or investment recommendations relating to assets held outside of the plan; or
•through a rollover of an Individual Retirement Account ("IRA Rollover"). If DBR is providing Retirement Plan Services to a plan, it may, when requested by a Plan participant or beneficiary, arrange to provide services to that participant or beneficiary through a separate agreement. If a Plan participant or beneficiary desires to affect an IRA Rollover from the plan to an account advised or managed by DBR, DBR may have a conflict of interest if its fees are reasonably expected to be higher than those paid to the Plan in connection with the Retirement Plan Services.
DBR will complete the Intake Form for IRA Rollovers, Transfers and Distributions and disclose all applicable fees and other material changes prior to opening an IRA account, but any decision to affect the rollover or about what to do with the rollover assets remain that of the participant or beneficiary alone.
In providing these optional services, DBR may offer employers and employees information on other financial and retirement products or services which it offers.
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