____________________________________________________________________________________________________________ Description of the Firm DB Wealth is a federally registered investment adviser located at 1455 Frazee Road, Suite 950, San Diego, CA 92108. DB Wealth has been in business since January 2012. DB Wealth’s Principal Owner is Michael K. Donohue, Principal, Managing Director, and Chief Compliance Officer (100%). (Please refer to Form ADV Part 2B for details of the Principal’s formal education and business background.) Types of Advisory Services Asset Management Services DB Wealth offers ongoing fee-only asset management services, based on the individual goals, objectives, time horizon, and risk tolerance of each client. The Adviser provides ongoing investment advice and management on assets in the client’s Custodial accounts, which are administered by LPL Financial. Asset management services include, but are not limited to, providing advice regarding the following:
• Asset Allocation & Investment Selection
• Investment Strategy - Portfolio Design & Investment Plan Implementation
• Personal Investment Policy
• Portfolio Monitoring
• Risk Tolerance Assets managed by the Adviser may be invested in a wide variety of securities such as mutual funds, exchange- traded funds ("ETFs"), options, equities, government securities, corporate debt securities, warrants, and certificates of deposit, among others (as deemed appropriate). DB Wealth’s investment professionals (“Advisor Representatives” or “IARs”), create and provide a thorough Portfolio Allocation Report for each client, which takes into consideration, the client’s current situation (income, tax levels, risk tolerance levels, and time horizon, among others). The Adviser relies on the stated objectives of the client and considers the client’s risk profile and financial status, before making any recommendation. Clients are expected to notify DB Wealth of any changes in their financial situation, investment objectives, or account restrictions. The Adviser provides individually tailored client investment strategies and recommendation services on a discretionary or non-discretionary basis. Advisor Representatives are restricted to providing the services and fees detailed in this document and their DB Wealth Advisory Agreement. Financial Planning & Consulting Services The Adviser provides financial planning and consulting services consistent with client financial and tax status, in addition to risk profile and return objectives. Financial planning and consulting services may include comprehensive planning (the creation of a customized financial strategy that coordinates client investments and objectives, tax minimization, and risk management strategies), retirement planning, life insurance, tax concerns, college planning, or advanced IRA distribution, debt/credit, or estate planning. Investment counsel and advisory services include:
• the creation of customized portfolios designed to help clients work toward reaching their financial goals,
• simplifying and organizing client finances,
• ensuring the Custodian provides quarterly reports to the client that are readable and understandable,
• conducting quarterly reviews of client accounts and as-needed meetings with clients to review and adjust client portfolios as necessary, and
• guiding clients through the complexity of an ever-changing financial landscape. The Adviser starts the comprehensive financial planning process by taking a financial inventory, which generally involves gathering enough data to perform an analysis of a client’s liabilities and cash flow, and net worth and tax assessment. The Adviser will then evaluate the client’s insurance coverage and needs, and develop a risk profile and return objectives. The Adviser’s next step typically involves assisting clients with formalizing their goals and plotting investment timelines. Advisory Referral Services The Adviser maintains referral agreements with third-party asset managers (i.e., other independent investment advisers). The Adviser gathers information about a client's financial and tax status and investment objectives to determine the client’s risk profile. Based on this analysis, DB Wealth assists the client in allocating assets among various third-party asset management programs. All third-party asset managers to whom the Adviser refers clients are registered as investment advisers in their resident states and any applicable jurisdictions, or with the SEC. DB Wealth directs all advisory clients to its preferred custodian, LPL, who offers an LPL Financial Advisory Referral Program (“LPL Advisory Program,” “LPL Program,” or “Program”) for DB Wealth’s referred clients. The Advisory Referral Fees paid by clients who elect to participate in the LPL Program are inclusive of the third-party manager fee and DB Wealth’s Advisory Fee. DB Wealth will share any relevant fee schedules for Managers under consideration. LPL Financial The Adviser directs its clients to it’s preferred custodian, LPL Financial (“LPL”), an SEC-registered investment adviser and broker-dealer. The Adviser provides advisory services through certain programs sponsored by LPL. Below is a brief description of each LPL Advisory Program (“LPL Program” or “Program”) used by DB Wealth. For more information regarding LPL’s Programs, including the advisory services and fees that apply, the types of investments available, and the potential conflicts of interest presented by such Programs, please refer to LPL’s “Program Account Packet.” The Packet includes LPL’s Form ADV 2A brochure and each applicable Advisory Program brochure. LPL Financial Advisory Programs Manager Access Select Program LPL’s Manager Access Select Program (“MAS”) provides clients access to the investment advisory services of professional portfolio management firms for the individual management of client accounts. DB Wealth will assist the client in identifying a third-party portfolio manager (“Portfolio Manager”) from a list of Portfolio Managers made available by LPL, which includes Portfolio Managers that are affiliated or independent from LPL. The Portfolio Manager will manage the client’s assets on a discretionary basis, and DB Wealth will provide initial and ongoing assistance to the client regarding the selection of Portfolio Managers. A minimum account value of $50,000 is required for MAS; however, in certain instances, the minimum account size may be lower or higher as determined by LPL. Optimum Market Portfolios Program The Optimum Market Portfolios Program (“OMP”) offers clients the ability to participate in a professionally managed asset allocation program using Optimum Funds shares. The Optimum Funds are managed by a third-party investment adviser, and only Institutional shares are offered through the program. Under OMP, a client will authorize LPL on a discretionary basis to purchase and sell Optimum Funds under investment objectives chosen by the client. DB Wealth will assist the client in determining the suitability of OMP for their account and assist them in setting an appropriate investment objective. DB Wealth will have the ongoing discretion to select a mutual fund asset allocation portfolio designed by LPL that is consistent with the client’s investment objective. LPL will have the discretion to purchase and sell Optimum Funds under the portfolio selected for the client. LPL will also have authority to rebalance the account. A minimum account value of $10,000 is required for OMP. In certain instances, LPL will permit a lower minimum account size. Manager Access Selection The client should refer

to the MAS Account Agreement for full details on the program, including any conflicts of interest. The following is a summary of the potential conflicts of interest. The client understands that, in the case of the MAS platform, transactions in fixed-income securities may involve markups or markdowns or other charges in addition to the Account Fee, and LPL may act as a principal on fixed-income trades in the Account. In cases where LPL acts as a principal, LPL receives additional compensation to the extent it can sell fixed income securities for a price higher than what it paid. This may result in higher costs and lower performance than the client would have otherwise received. The client authorizes LPL to aggregate transactions for the client with other clients to improve the quality of trade execution. When transactions are so aggregated, the actual prices applicable to the aggregated transactions will be averaged, and the Account is deemed to have purchased or sold its proportionate share of the securities involved at the average price obtained. For partially filled orders, LPL will generally allocate trades pro-rata or on some other basis consistent with the goal of treating all clients equitably over time. If the Client chooses to participate in the MAS Platform, the Client understands that DB Wealth does not select the mutual fund share classes offered through the program; rather, the share classes are selected by LPL. When LPL selects mutual fund share classes, it does so at the platform level and not with any specific investor in mind. Therefore, DB Wealth's ability to select the lowest share class offered by a mutual fund is constrained by the client's participation in the MAS Platform. Within the platform, LPL will seek the best execution in connection with purchases of a mutual fund share class, but the share class available through the MAS Platform may be a more expensive share class than the Client otherwise would be eligible to purchase had LPL chosen to make that share class available. The Client understands that another financial services firm may offer the same mutual at a lower overall cost to the investor than the overall cost to the investor available through the MAS Platform. The client should understand that the share class offered for a particular mutual fund in the MAS Platform in many cases will not be the least expensive share class that the mutual fund makes available because such share class may pay a 12b-1 fee or shareholder service fee to LPL. These fees create a conflict of interest for LPL because LPL has a financial incentive to select one share class over another. Any 12b-1 fees paid to LPL by mutual funds, with some exceptions, will be credited to the client’s account. DB Wealth only receives compensation from the advisory fee charged to the account as outlined in the client’s Investment Advisory Agreement. Optimum Markets Portfolios Program (OMP) The client should refer to the OMP Account Agreement for full details on the program, including any conflicts of interest. The following is a summary of the potential conflicts of interest. LPL serves as a sub-services agent concerning Program accounts. As such, LPL will provide all sub-accounting and shareholder recordkeeping with respect to Optimum Fund shares, and will provide the following administrative services among others: 1) establishing and maintaining sub-account records reflecting the issuance, transfer or redemption of shares, 2) assisting shareholders in designating and changing account designations and addresses, and 3) responding to inquiries for shareholders with respect to the status of sub- accounts, fund performance, sub-account histories and making adjustments to sub-accounts to correct sub- account files. As compensation for these services, LPL receives administrative servicing fees from the service agent of the Optimum Funds. LPL provides investment consulting services to the third-party investment adviser to the Optimum Funds including, but not limited to 1) assist the investment in determining whether to employ, maintain or terminate sub-advisers for the Optimum Funds, 2) provide monthly fact sheets describing the performance of the Optimum Funds, 3) provide quarterly analysis consisting of statistical information and analysis regarding the Optimum Funds and sub-adviser performance, 4) meet with sub-advisers selected by the investment adviser to the Optimum Funds to discuss their performance and prepare reports regarding their evaluations, and 5) helping the investment adviser make recommendations on sub-advisers to the Board of Trustees of the Funds by providing the investment adviser to the Optimum Funds with potential sub-adviser options. As compensation for these services, LPL receives investment consulting compensation from the adviser to the Optimum Funds. Although the client will not be charged a commission for transactions in Optimum Funds, the client should be aware that the Optimum Funds charge internal management fees and administrative expenses. The amount of the Optimum Funds management fees and administrative expenses are included among the mutual fund expenses and are reflected on the Optimum Fund financial statements. DB Wealth only receives compensation from the advisory fee charged to the account as outlined in the client’s Investment Advisory Agreement. LPL Interests LPL is a broker-dealer and custodian and not an investment adviser to a client’s account; therefore, LPL does not have a duty to act in the client’s best interests whereas DB Wealth does have this duty. Clients should ask DB Wealth or LPL questions to make sure they understand the client’s rights and LPL’s obligations to them, including the extent of LPL’s obligations to disclose conflicts of interest and to act in their best interest. LPL is paid both by the client and, sometimes, by people who are compensated based on what the client buys. For example, LPL may receive 12b-1, sub-transfer agent and administrative fees, shareholder servicing fees, and marketing support fees. For more information regarding the material conflicts of interest, the entities that make these payments and a description of the services provided, please visit LPL’s website at www.lpl.com, click on “Disclosures” or contact LPL Client Services at (800) 877-7210. This information will also be sent to clients upon their written request to LPL. Client Tailored Services & Client Imposed Restrictions DB Wealth offers the same suite of services to all its clients, and advisory services are tailored to the individual needs of each client. Some clients will require only limited services due to the nature of their investments. All services and fees are defined clearly in the client’s Advisory Agreement. Clients can impose restrictions on investing in certain securities or types of securities by their values or beliefs. There may be times when a client requests the purchase or sale of one or more securities in their discretionary account which falls outside of the Adviser’s usual and typical discretionary authority. In such instances, the requests must be provided to the Adviser in writing. However, if account restrictions prevent the proper servicing of the client’s account, or if the restrictions would require DB Wealth to deviate from its standard suite of services, DB Wealth reserves the right to end the relationship. Assets Under Management As of December 31, 2022, the following represents the amount of client assets under management by DB Wealth: Type of Account Assets Under Management Discretionary $213,356,209 Non-Discretionary $ Total: $213,356,209