QP Wealth Management offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to QP Wealth Management rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with QP Wealth Management setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). QP Wealth Management filed for registration as an investment adviser in April 2019 and is owned by James W. Lloyd, Thomas W. Leidner, and Lisa K. Heerwagen. As of December 31, 2023, QP Wealth Management had $ 222,067,462 of assets under management, $ 119,348,392 of which was managed on a discretionary basis and $ 102,719,070 of which was managed on a non-discretionary basis. While this brochure generally describes the business of QP Wealth Management, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on QP Wealth Management’s behalf and are subject to the Firm’s supervision or control. Financial Planning and Consulting Services Financial Planning and General Investment Consulting QP Wealth Management offers clients a broad range of financial planning and consulting services, which include any or all of the following functions:
• Business Planning
• Cash Flow Forecasting
• Trust and Estate Planning
• Financial Reporting
• Investment Consulting
• Insurance Planning
• Retirement Planning
• Risk Management
• Charitable Giving
• Distribution Planning
• Tax Planning
• Manager Due Diligence General Financial Planning and Consulting Terms While each of these financial planning and consulting services is available on a stand-alone basis, certain of them can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). The Firm’s wealth management services generally includes initial and ongoing financial planning and consulting services. In performing these services, QP Wealth Management 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. QP Wealth Management recommends certain clients engage the Firm for additional related services to implement its recommendations. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage QP Wealth Management or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by QP Wealth Management under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising QP Wealth Management’s recommendations and/or services. Financial Institution Consulting Services QP Wealth Management provides investment consulting services to certain broker/dealers’ customers (“Brokerage Customers”) who provide written consent requesting to receive the firm’s consulting services. Brokerage Customers have entered into a written advisory agreement with QP Wealth Management. Investment and Wealth Management Services QP Wealth Management manages client investment portfolios on a discretionary or non-discretionary basis. In addition, QP Wealth Management provides certain clients with wealth management services which include a broad range of financial planning and consulting services as well as discretionary and/or non- discretionary management of investment portfolios. QP Wealth Management primarily allocates client assets among various exchange-traded funds (“ETFs”), individual debt and equity securities and options in accordance with their stated investment objectives. In addition, QP Wealth Management also recommends that certain eligible clients invest in pooled privately placed securities (such as a hedge funds, private equity funds, and interval funds) and other private placements (including equity, credit, real estate, and other private investments) together and hereafter referred to as “Alternative Investments”. Less frequently, the Firm will allocate among mutual funds and/or independent investment managers (“Independent Managers”). Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios, but clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless specifically agreed upon. Clients can engage QP Wealth Management 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, QP Wealth Management 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. QP Wealth Management 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. QP Wealth Management 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 QP Wealth Management 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 QP Wealth Management determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Alternative Investment Consulting and Investment Management

QP Wealth Management provides initial and ongoing advice about alternative investments. The Firm provides due diligence and management services regarding the initial and ongoing investment by clients in the Alternative Investments. These initial and ongoing services include, but are not limited to:
• Due Diligence – The Firm conducts due diligence, research services, investment sourcing, asset allocation and portfolio completion, for clients interested in Alternative Investments. Alternative Investment due diligence services are typically offered based on the appropriateness of the investment for the individual client. The Firm reviews numerous investment proposals from Alternative Investments. From this analysis, the Firm determines those Alternative Investments it would like to consider for implementation. In furtherance of that consideration, the Firm: i) reviews information and documents provided by the Alternative Investment issuer; ii) conducts calls with management to ensure a thorough understanding of all aspects of the information and documents received; and iii) reviews how the Alternative Investment should perform during the various stages of the economic cycle.
• Client Holdings Review – The Firm also conducts a review of the Alternative Investment and the client’s holdings to understand how this investment should interact with the client’s traditional and Alternative Investments already in place. At the client level, the Firm develops asset allocation strategies that cover the range of Alternative Investment exposure. The Firm maintains an understanding of where the Alternative Investment is within the investment lifecycle and how to commit additional Alternative Investments to maintain the desired allocation. When available and necessary, the Firm may assist clients in negotiating terms of investment in the Alternative Investments (including fees, commitment level, etc.).
• Ongoing due diligence of Alternative Investments – The Firm attends due diligence meetings with Alternative Investment sponsors. In addition, Firm Supervised Persons attend various conferences, to gain a better understanding of existing strategies as well as exploring new opportunities.
• Management – The Firm offers ongoing management of the Alternative Investment by coordinating capital call payments and distributions and allocating and maintaining of capital call reserves. Use of Independent Managers As mentioned above, QP Wealth Management selects certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager may be set forth in a separate written agreement with the designated Independent Manager. In addition to this brochure, clients may also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. QP Wealth Management evaluates a variety of information about Independent Managers, which includes the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. QP Wealth Management also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. QP Wealth Management continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. QP Wealth Management seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Pontera Third-Party Services Participant Account Management (Discretionary) – QP Wealth Management uses 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. QP Wealth Management is 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. QP refers insurance business to clients that are seeking insurance services through an individually licensed insurance agent using a qualified provider. Clients have the option to use the agent referred by QP or any other insurance agent they chose. QP Wealth Management will be paid fifty percent of the fee that is paid to the insurance agent for the referral and placed insurance. Written Acknowledgement of Fiduciary Status 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.