________________________________________________________________________________________________ Description of Advisory Firm Canter Strategic Wealth Management, LLC d/b/a Canter Wealth is a federal-registered investment adviser located in La Jolla, CA. Canter Wealth was formed on May 20, 2013, as a California limited liability company. Principal Owners Canter Wealth’s principal owner is Canter Wealth HoldCo, LLC, which is indirectly owned by Andrew E. Canter, the firm’s Principal and President, through a trust (75%+ ownership). Certain other Partners and employees own minority stakes in the firm (< 25%), which may increase based on the attainment of specific assets under management ("AUM") targets. The realization of AUM targets will result in Canter Wealth HoldCo LLC’s ownership incrementally decreasing, as triggered by employee equity compensation. (Please refer to Item 10: Other Financial Industry Activities & Affiliations for further details and Form ADV Part 2Bs for Principal Owners' formal education and business backgrounds.) Canter Wealth is indirectly owned by Andrew E. Canter (as indicated above), Canter Group, LLC (Member - The Canter Group, LLC owns Canter Wealth Holdco, LLC, which subsequently owns Canter Wealth), and Canter Holdings, LLC (Member - Canter Holdings, LLC owns The Canter Group, LLC). As used in this Brochure, the words "we," "our," and "us" refer to Canter Wealth and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Types of Advisory Services Canter Wealth is a fee-only investment management and financial planning firm; it does not sell securities on a commission basis. Our investment professionals emphasize continuous personal client contact and interaction in providing the following types of investment advice, advisory, and portfolio management services:
• Individual Client Asset Management Services
• ERISA, Retirement & Employee Benefit Plan Services
• Financial Planning & Consulting Services
• Selection of Other Advisers Services
• Educational Seminars & Workshops Services Canter Wealth's advisory services are designed and aimed to complement each client's specific needs, as described within its written services contracts (the "Investment Advisory Agreement" or "Financial Planning Agreement," depending on the services selected, collectively, the "Agreement") that disclose, in substance, the scope of service, contract term, advisory fee - or formula for computing the fee, amount or manner of calculation of any pre-paid fee to be returned to the client in the event of non-performance or contract termination, and type of discretionary power granted. Final fee structures are documented within the client’s written Agreement. Advisor Representatives are restricted to providing the services and fees specified within each Agreement, subject to the client's listed objectives, limitations, and restrictions. Contracts must be completed and executed to engage in Canter Wealth's advisory services. Clients may engage Canter Wealth for additional services at any time. (Please refer to Item 5: Fees & Compensation and Item 16: Investment Discretion for further details on advisory services fees and account management styles.) Canter Wealth's advisory services are made available to clients primarily through its investment professionals - individuals associated with the firm as Investment Advisor Representatives ("Advisor Representatives"). Advisor Representatives are required by applicable rules and policies to obtain licenses and complete training to recommend specific investment products and services. Clients should be aware that their Advisor Representative may or may not recommend certain services, investments, or models depending on the licenses or training obtained; they may transact business or respond to inquiries only in the state(s) they are appropriately qualified. (For more information about the investment professionals providing advisory services, clients should refer to their Advisor Representative's Form ADV 2B Brochure supplement, a separate disclosure document delivered to them, along with this Brochure, before or at the relationship inception. If the client did not receive an ADV 2B Brochure supplement, they should contact their Advisor Representative or Canter Wealth directly.) Canter Wealth's relationship with each client is non-exclusive; in other words, we provide advisory services to multiple clients. Since our investment strategies and advice are based on each client’s specific financial situation, the investment advice we provide to you may be different or conflicting with the advice we give to other clients regarding the same security or investment. Canter Wealth seeks to avoid situations in which one client's interest may conflict with the interest of another of its clients. If requested by the client, we may recommend the services of other professionals for implementation purposes. Clients are under no obligation to engage in any recommended professional services. The client retains absolute discretion over all such implementation decisions and can accept or reject any recommendation. (Please note: If a client engages any recommended professional, and a dispute arises relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional.) Client Responsibilities Canter Wealth's advisory services depend on the information received from clients. We cannot adequately perform our obligations and fiduciary duties to our clients unless they disclose an accurate and complete representation of their financial position and investment needs, timely remit requested data or paperwork, provide updates promptly upon changes, and otherwise fulfill their responsibilities under their Agreement. Clients will acknowledge and agree to their obligation to promptly notify us in writing if any information material to the advisory services to be provided changes, data previously provided that might affect how their account should be managed occurs, or if earlier disclosed details become inaccurate. The client or their successor shall also promptly notify us in writing of the client's dissolution, termination, merger, or bankruptcy if the client is other than a natural person and the occurrence of any other event that might affect the validity of their Agreement or our authority thereunder. Canter Wealth reserves the right to terminate any client engagement where a client has willfully concealed or refused to provide pertinent information about information material to the advisory services to be provided or individual/financial situations when necessary and appropriate in its judgment to provide proper financial advice. Following is a summary description of advisory services covered by this Brochure. Clients should consult with their Advisor Representative and the applicable client Agreement and fee schedules for further information regarding each service. Individual Client Asset Management Services Canter Wealth provides individual client asset management services using asset allocation models designed for diversification while targeting risk and return profiles. Advisory accounts are managed on a discretionary basis aimed to meet client needs for risk tolerance, investment goals, cash flow, liquidity, stated objectives, and potential tax considerations. Canter Wealth's recommendations are not limited to any specific investments offered by a custodian or fund family but include mutual funds and exchange-listed securities. The client and their Advisor Representative will agree upon a portfolio allocation outlined in an Investment Policy Statement ("IPS") signed by both parties. At that point, the client's account will maintain the IPS allocation, which can only be changed by receipt of a revised IPS signed by both parties. Rebalancing, tax-loss harvesting, and other portfolio trading requirements will be executed to maintain the integrity of the IPS' account allocation guidelines. An IPS is not a contract; an IPS is an investment philosophy summary intended to guide the client and the adviser; it is not to be construed as offering any guarantees. Clients are ultimately responsible for establishing their investment policy. Canter Wealth will have investment authority when offering individual client asset management services and supervise and direct the account's investments, subject to the objectives, limitations, and restrictions listed in the client's written Agreement and IPS. As account goals and objectives will often change over time, suggestions will be made and applied ongoing as the client and their Advisor Representative review their financial situation and portfolio through regular contact and annual meetings to determine changes in their financial situation or investment objectives, confirm realistic restrictions on account management, and verify if the client wishes to modify any existing conditions reasonably. Canter Wealth does not maintain physical custody of client funds or securities other than the standard business practice of deducting management fees from client accounts. According to the client's Agreement, their portfolio account assets will be controlled by an independent and separate qualified custodian, who will take possession of the cash, securities, and other assets within the client's portfolio account. Canter Wealth recommends that its clients maintain all investment management accounts at their preferred custodian unless the client directs otherwise. (See Item 15: Custody.) Clients should consult their Agreement for complete details. ERISA, Retirement & Employee Benefit Plan Services Canter Wealth provides ERISA, retirement and employee benefit plan services, investment due diligence, education, and other advisory services to clients with employee benefit plans or other retirement accounts (i.e., IRAs) for an advisory fee. As such, the firm is considered a fiduciary under the Employee Retirement Income and Securities Act ("ERISA") and regulations under the Internal Revenue Code of 1986 and is required to abide by the Impartial Conduct Standards as defined by ERISA. In connection with such services, 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, clients should be aware of the following: When we provide investment advice to you regarding your retirement plan 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 laws governing retirement accounts. How we are compensated conflicts with your interests, so Canter Wealth operates under a special rule requiring 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 provide 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. Canter Wealth benefits financially from the rollover of a client’s assets from a retirement account to an account we manage or provide investment advice because the assets increase our assets under management and, in turn, our advisory fees. Canter Wealth’s policy as a fiduciary is only to recommend a client rollover retirement assets if we believe it is in the client's best interest. If clients elect to roll their retirement assets to an IRA subject to our management, they will be charged an asset-based fee as outlined in the Agreement they executed with our firm. Clients are not contractually or otherwise under any obligation to complete a rollover. If they elect to complete a rollover, they are not obligated to have their retirement assets managed by Canter Wealth. Finally, we will receive no compensation if a client or a prospective client receives a recommendation to leave their plan assets with their old employer. IRA Rollover Considerations In determining whether to make an IRA rollover to Canter Wealth, clients must understand the differences between accounts to decide whether a rollover is best for them. Many employers permit former employees to maintain their retirement assets in their company plans. Further, current employees can sometimes move assets from their company plan before retiring or changing jobs. There are various factors Canter Wealth will consider before recommending retirement plan rollovers, including but not limited to the investment options available in the plan versus the other investment options available, plan fees and expenses versus those of alternative account types, the services and responsiveness of the plan's investment professionals versus those of Canter Wealth, required minimum distributions and age considerations, and employer stock tax consequences if any. To the extent the following options are available, clients should carefully consider the costs and benefits: 1. leaving the funds in the employer's/former employer's plan, 2. moving the funds to a new employer's retirement plan, 3. cashing out and taking a taxable distribution from the plan, and 4. rolling the funds into an IRA rollover account. Each of the above options has advantages and disadvantages. If you contemplate rolling over retirement funds to an IRA for us to manage, we encourage you to speak with your CPA or tax attorney before making a change. The following are additional points for consideration before making any changes: 1. Determine whether the investment options in your employer's retirement plan address your needs or whether you might wish to consider other investment types: a. Employer retirement plans generally have a more limited investment menu than IRAs. b. Employer retirement plans may have unique investment options not available to the public, such as employer securities or previously closed funds. 2. Consider plan fees - your current plan may

have lower costs than Canter Wealth’s fees: a. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs compare with those available in an IRA. b. You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services. 3. Our strategy may have a higher risk than your plan's option(s). 4. Your current plan may also offer financial advice. 5. If you keep your assets in a 401(k) or retirement account, you could potentially delay your required minimum distribution beyond age 72. 6. Your 401(k) may offer more liability protection than a rollover IRA; each state may vary. a. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have mainly been protected from creditors in bankruptcies. However, there can be some exceptions to the usual rules, so you should consult an attorney if you are concerned about protecting your retirement plan assets from creditors. 7. You may be able to take out a loan on your 401(k), but not from an IRA. 8. IRA assets can be accessed at any time; however, distributions are subject to ordinary income tax and may be subject to a 10% early distribution penalty unless they qualify for an exception, such as disability, higher education expenses, or a home purchase. 9. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 10. Your plan may allow you to hire Canter Wealth as the manager and keep the assets titled in the plan name. Financial Planning & Consulting Services At the adviser’s discretion, under certain situations where traditional asset management is not available/an option, asset and/or fee minimums may be waived, and individual clients may engage Canter Wealth solely to provide fee-only financial planning services for managing their financial resources based upon an analysis of their particular needs, differentiated by the scope and depth of the areas to be addressed, analysis complexity, recommendations developed, deliverables created, and presentation. These services can range from broad-based financial planning to consultative or single-subject planning and may be provided through a one-time or annual engagement at the firm’s discretion. (See Item 5: Fees & Compensation, “Fee Negotiation Availability.”) Financial planning and consulting will typically involve supplying several services to clients, principally advisory, regarding managing their financial resources based upon an analysis of their unique needs. To the extent requested by the client, financial planning advice may be rendered in the following:
• cash flow projections,
• investment portfolio analysis,
• real estate planning,
• risk management & insurance planning,
• retirement planning,
• social security & pension planning,
• estate planning,
• tax strategy, and
• business planning. To participate in this service, a total time/cost estimate will be determined during or after the initial consultation and before any services commence, and the client will execute a Financial Planning Agreement setting forth the terms and conditions of the engagement, scope of services to be provided and the fees due. The final fee structure will be documented within the executed client Agreement. The process typically begins with an initial complimentary consultation to gather pertinent information about the client's personal and financial circumstances and objectives. Financial planning clients may also be required to complete an investment-related questionnaire as part of the information-gathering process. Once all information has been gathered, studied, and analyzed, a written financial plan – designed to strive to achieve the client's expressed financial goals and objectives – will be produced and presented. Depending on the scope of the assignment and the complexity of the planning to be performed or advice to be given, financial planning services can take approximately two weeks to 12 months. Financial plans are based on the client's financial situation when the plan is presented and the financial information disclosed by the client to Canter Wealth. Since financial planning is a discovery process, situations occur wherein the client is unaware of specific financial exposures or predicaments. If the client's case is substantially different than disclosed at the initial meeting, a revised fee will be provided for agreement. When a fee increase is necessary, the client must approve and agree to the scope change before any additional work is performed. In such cases, we will notify the client to obtain this approval. Financial planning engagements terminate upon delivery of the written plan unless the client has engaged Canter Wealth for ongoing planning services. Additional reviews may be conducted upon request, and written updates to the financial plan may be provided in conjunction with the review. Updates to financial plans may be subject to our then- current hourly rate, which the client must approve in writing and in advance of the update. As with all our advisory services, clients are expected to promptly notify us in writing of any material differences that we would not otherwise know that might affect the validity of their Agreement. Advisor Representatives will conduct follow-up interviews to review and collect financial data as needed. Financial planning services may be the only service provided to the client. Executing an Agreement neither constitutes an agreement for nor requires that the client use or purchase investment advisory or other services offered. Canter Wealth will not have investment authority when offering financial planning consulting services, and the services do not include implementing or monitoring any recommendations provided. Specific investment recommendations are part of the relationship implementation phase and are only available through ongoing individual client asset management services advisory relationships. If tax or legal services are necessary, the client's responsibility is to obtain them from one or more third parties. Clients are under no obligation to act on our financial planning recommendations. Should they choose to act on any of our recommendations, they are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, they may act on our recommendations by placing securities transactions with any brokerage firm. The client retains absolute discretion over implementation decisions and can accept or reject Canter Wealth's recommendations. Canter Wealth does not represent that these products or services are offered at the lowest available cost - clients may be able to obtain the same products or services at a lower price from other providers. Clients should consult their Agreement for complete details. (See Item 12: Directed Brokerage.) Selection of Other Advisers Services Canter Wealth retains the ability to select or recommend and provide access – after appropriate due diligence – to independent third-party investment advisers (the "independent advisers" or “referred managers”) from the group of sub-advisers participating in its selection of other advisers’ services, with whom it has entered an agreement to make their services available, to guide, administer, and/or manage a portion of client accounts on a discretionary basis. These sub-advisers (s) may use one or more of their model portfolios to manage your account, which we will regularly monitor for performance. We will refer only to those individuals or entities suitable for such accounts. In making referrals, our role is to verify that clients are appropriate to become clients of such independent advisers, determine if the potential referred client has assets to invest, and confirm they have a minimum understanding of financial investing. We will assist clients in understanding the referred manager’s contract (the "Program Agreement"), help them complete their investor profile to aid the manager in determining the appropriate allocation strategy for their account and assist with any questions they may have about the referred manager or its services. Clients will receive full disclosure at the time of referral, including detailed information on the referred manager’s services, fees to be charged, and other pertinent disclosures by delivering a copy of the relevant independent adviser’s Form ADV Part 2 or equivalent disclosure documents. We may pay a portion of our advisory fee to the sub-adviser(s) we use; however, you will not pay our firm a higher advisory fee due to any sub-advisory relationships. The client will sign an acknowledgment confirming their receipt of copies of all material operative documentation and disclosures detailing the nature of the relationship, compensation to Canter Wealth, and other general terms of the referred services. Educational Seminars & Workshops Services Canter Wealth may provide educational seminars and workshop services on an "as announced" basis for groups seeking general education on investments and other areas of personal finance. The content of these seminars will vary depending on the needs of the attendees. Topics may include matters related to asset/wealth management services, such as financial planning, investment planning, retirement planning, or other economic and investment topics. These seminars are purely educational and do not involve the sale of any investment products. Information presented will not be based on a person's needs, and we will not provide individualized investment advice to attendees during these events. We do not provide investment advice to attendees unless engaged independently and only where the attendee's individualized financial information, investment goals, and objectives are provided. Types of Investments Canter Wealth will generally provide investment advice and money management regarding:
• exchange-traded funds (ETFs),
• mutual fund shares, and
• fixed-income securities. An investment adviser must provide investment advice in the client's best interest as a fiduciary. When recommending investments in mutual funds, our policy is to consider all available share classes and select the most appropriate ones based on various factors, including but not limited to minimum investment requirements, trading restrictions, internal expense structure, transaction charges, availability, and other factors. Institutional share class mutual funds typically cost less than other share classes. Generally, they do not have an associated 12b-1 fee, leading to a lower overall expense ratio than other class shares of the same mutual fund. Therefore, in most cases, it will be in the client's best interest to recommend or purchase share classes with the lowest cost (institutional share class). Canter Wealth avoids market timing but will increase cash holdings when necessary. Although we primarily offer advice on mutual funds and ETFs, we may advise on various investments based on your stated goals and objectives. We may also advise on any investment held in your portfolio at the inception of our advisory relationship. We reserve the right to offer advice on any investment product deemed suitable for a client's specific circumstances, needs, individual goals, and objectives. We will also use other securities to help diversify a portfolio when appropriate. Client Tailored Services Canter Wealth offers the same suite of services to all its clients. All portfolios are customized to each client's needs, depending on the advisory services performed under each client's IPS. However, some clients will require only limited services due to the nature of their investments. Limited services are discounted at our discretion, as detailed herein and defined in each client's written Agreement. Client Imposed Restrictions According to their preferences, values, or beliefs, individual client asset management services clients who engage Canter Wealth on a discretionary basis may, at any time, impose restrictions on Canter Wealth's discretionary authority for investments in particular securities or security types, including but not limited to restricting the types or amounts of securities purchased for their account, excluding the ability to buy securities with an inverse relationship to the market, limiting the use of margin, etc. All restriction requests must be submitted in writing. Reasonable efforts are used to comply with client investment guidelines by standard industry practices. In imposing restrictions, it is essential to note that such conditions can affect a client's account performance and result in variations from a similarly managed account without restrictions. Variations could also result in positive or negative performance differences for a client’s portfolio compared to the investment program's performance composite. Further, recommended investment structures could prevent controlling the client's specific outcome. Upon receiving a client's written restrictions, we will discuss the request's feasibility to ensure expectations are met and confirm the client's acknowledgment and understanding of the possible outcomes of the imposed restrictions. If client-imposed restrictions prevent a client's account's proper servicing or require substantial deviations from recommendations, Canter Wealth reserves the right to end the client relationship. In no event and regardless of the advisory service provided is the adviser obligated to make any investment or enter any transaction it believes in good faith would violate any federal or state law or regulation. Wrap Fee Programs A wrap fee program is defined as any advisory program under which a specified fee or fees not based directly upon transactions in a client's account are charged for investment supervisory services, which may include portfolio management or advice concerning the selection of other investment advisers and the execution of client transactions. Canter Wealth does not participate in wrap fee programs or receive any portion of wrap fees for its services. Assets Under Management As of February 23, 2024, our assets under management total $302,045,491. The following represents client assets under management by account type: Type of Account Assets Under Management Discretionary $ 302,045,491 Non-Discretionary $ 0 Total $ 302,045,491