Firm Information Jennings & Associates Financial Advisors, LLC is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). The Advisor is organized as a limited liability company (“LLC”) under the laws of the Commonwealth of Kentucky. This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Jennings & Associates Financial Advisors, LLC. Principal Owner Keith T. Jennings is the founder and principal owner of the firm as well as the Chief Executive and Compliance Officer. Mr. Jennings also serves as a Financial Advisor with over Twenty (20) years of industry experience. Prior to entering the financial services industry, Mr. Jennings earned a Bachelor of Science degree in Business & Finance from Murray State University. Advisory Services Offered Jennings & Associates Financial Advisors, LLC offers discretionary1 asset management and financial planning services to individuals, high net worth individuals, trusts, estates and charitable organizations (each referred to as a “client”). Such services are offered using the “GPS Method.” The GPS Method is a proprietary process that Jennings & Associates Advisors, LLC designed and developed after two decades of working with clients to clarify their income needs and wants. The Method serves to pin-point what the client income goals are to better define what strategy and investments are appropriate for their specific income goals. The Method is used to create a better process for creating income and staying on track over time. Investment accounts are maintained at LPL Financial LLC (LPL)2, a registered investment advisor and a FINRA3/SIPC4 member broker/dealer, as the custodian. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the conflicts of interest presented by the programs please see the program account packet 1 Client grants Advisor ongoing and continuous authority to execute its investment recommendations without the Client's prior approval of each specific transaction. Under this authority, Client shall allow Advisor to purchase and sell securities and instruments in this Account(s), arrange for delivery and payment in connection with the foregoing, select and retain sub-advisors, and act on behalf of the Client in all matters necessary or incidental. 2 LPL Financial LLC (CRD No 6413) is an unaffiliated separate legal entity. 3 FINRA (Financial Regulatory Authority) is dedicated to investor protection and market integrity through effective and efficient regulation of the securities industry. FINRA is not part of the government but an independent, not-for-profit organization authorized by Congress to protect America’s investors by making sure the securities industry operates fairly and honestly. http://www.finra.org. 4 SIPC (Securities Investors Protection Corporation) was created under the Securities Investor Protection Act as a non-profit membership corporation. SIPC oversees the liquidation of member broker-dealers that close when the broker-dealer is bankrupt or in financial trouble, and customer assets are missing. http://sipc.org (which includes the account agreement and LPL Form ADV program brochure) and the Form ADV, Part 2A of LPL or the applicable program, which are available at www.adviserinfo.sec.gov5. Strategic Wealth Management (SWM I and SWM II) Strategic Wealth Management is a comprehensive, open-architecture platform that allows investment advisor representatives to provide advice on the purchase and sale of various types of investments including access to more than 8,000 no-load and load waived mutual funds and more than 350 fund families as well as stocks, bonds, ETFs, UITs, alternative investments, options, fund of hedge funds and managed futures. Fee-based variable annuities are also available. Wrap Fee Program The difference between SWM I and SWM II is that for SMW II the transaction fee are paid by Jennings & Associates Financial Advisors, LLC instead of the client, which make it a wrap fee program6. Jennings & Associates Financial Advisors, LLC pays the transaction fees and is, therefore, the sponsor of the wrap fee program as well as the portfolio manager. Since Jennings & Associates Financial Advisors, LLC pays LPL transaction charges, which vary based on the type of transaction (e.g., mutual fund, equity or ETF7) and for mutual funds based on whether or not the mutual fund pays 12b-1 fees and/or recordkeeping fees to LPL8, there is a conflict of interest in cases where the mutual fund is offered at both $0 and $26.50. Clients should understand that the cost to Advisor of transaction charges can be a factor that Jennings & Associates Financial Advisors, LLC considers when deciding which securities to select and how frequently to place transactions in a SWM II account. 5 An official website of the United States Government 6 A wrap fee program is a comprehensive advisory account with a single fee that covers a bundle of services, such as, portfolio management, advice, and investment research as well as trade execution, custody, and reporting fee. 7 Transaction charges paid by the Advisor for equities and ETFs are $9. For mutual funds, the transaction charges range from $0 to $26.50. 8 In many instances, LPL makes available mutual funds in a SWM II account that offer various classes of shares, including shares designated as Class A Shares and shares designed for advisory programs, which can be titled, for example, as “Class I,” “institutional,” “investor,” “retail,” “service,” “administrative” or “platform” share classes (“Platform Shares”). The Platform Share class offered for a particular mutual fund in SWM II in many cases will not be the least expensive share class that the mutual fund makes available, and was selected by LPL in certain cases because the share class pays LPL compensation for the administrative and recordkeeping services LPL provides to the mutual fund. Client should understand that another financial services firm may offer the same mutual fund at a lower overall cost to the investor than is available through SWM II. In other instances, a mutual fund may offer only Class A Shares, but another similar mutual fund may be available that offers Platform Shares. Class A Shares typically pay LPL a 12b-1 fee for providing shareholder services, distribution, and marketing expenses (“brokerage-related services”) to the mutual funds. Platform Shares generally are not subject to 12b-1 fees. As a result of the different expenses of the mutual fund share classes, it is generally more expensive for a client to own Class A Shares than Platform Shares. An investor in Platform Shares will pay lower fees over time, and keep more of his or her investment returns than an investor who holds Class A Shares of the same fund. Jennings & Associates Financial Advisors, LLC has a financial incentive to recommend Class A Shares in cases where both Class A and Platform Shares are available. This is a conflict of interest which might incline Jennings & Associates Financial Advisors, LLC, consciously or unconsciously, to render advice that is not disinterested. Although the client will not be charged a transaction charge for transactions, Advisor pays LPL a per transaction charge for mutual fund purchases and sales in the account. Jennings & Associates Financial Advisors, LLC generally does not pay transaction charges for Class A Share mutual fund transactions accounts, but generally does pay transaction charges for Platform Share mutual fund transactions. The cost9 to Jennings & Associates Financial Advisors, LLC of transaction charges generally can be a factor Advisor considers when deciding which securities to select and whether or not to place transactions in the account. Please see Appendix 1 –Wrap Fee Program Brochure, which is included as a supplement to this Disclosure Brochure. Client Account Management Prior to engaging Jennings & Associates Financial Advisors, LLC to provide investment advisory services, each Client is required to enter into an agreements that defines the terms, conditions, authority of each party.
• Advisory services are tailored to the individual needs of clients.
• Clients may impose restrictions on investing in certain securities or types of securities.
• The investment advisory contracts provide discretionary authority to make investment decisions in a client’s account. This means that Jennings & Associates Financial Advisors, LLC has authority to make investment decisions in the account without consulting with the client. However, all investment decisions are required to be consistent with the mutually agreed goals, objectives and strategies. Investment strategies and recommendations generally consist of an asset allocation consistent with: Income with Capital Preservation Designed as a longer-term accumulation account, this investment objective is considered generally the most conservative. Emphasis is placed on generation of current income with minimal risk of capital loss. Lowering the risk generally means lowering the potential income and overall return. Income with Moderate Growth This investment objective emphasizes generation of current income with a secondary focus on moderate capital growth. 9 The lack of transaction charges to Jennings & Associates Financial Advisors, LLC for Class A Share purchases and sales, together with the fact that Platform Shares generally are less expensive for a client to own, presents a significant conflict of interest between Jennings & Associates Financial Advisors, LLC and the client. In short, it costs [Advisor] less to recommend and select Class A share mutual funds than Platform shares, but Platform shares will generally outperform Class A mutual fund shares on the basis of internal cost structure alone. Clients should understand this conflict and consider the additional indirect expenses borne as a result of the mutual fund fees when negotiating and discussing with your Advisor the advisory fee for management of an account. Growth with Income This investment objective emphasizes modest capital growth with some focus on generation of current income. Growth This investment objective emphasizes achieving high long-term growth and capital appreciation. There is little focus on generation of current income. Aggressive Growth This investment objective emphasizes aggressive growth and maximum capital appreciation, with no focus on generation of current income. This objective has a very high level of risk and is for investors with a longer timer horizon. Retirement Plan Rollovers An employee generally has four (4) options for their retirement plan when they leave an employer: 1. Leave the money in his/her former employer’s plan, if permitted 2. Rollover the assets to his/her new employer’s plan if one is available and permitted 3. Rollover to an Individual Retirement Account (IRA), or 4. Cash out the account value, which has significant tax considerations Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage here are a few points to consider before you do so:
• Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments.
• Employer retirement plans generally have a more limited investment menu than IRAs.
• Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds.
• Your current plan may have lower fees than our fees. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset-based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because Investment Advisor Representatives have an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of each. An employee will typically be 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 of those share classes compare with those available in an IRA. Clients should understand the various products and services they might take advantage of at an IRA provider and the potential costs of those products and services.
• Our strategy may have higher risk than the option(s) provided to you in your plan.
• Your current plan may also offer financial advice.
• If you keep your assets titled in a 401k or retirement account, participants could potentially delay their required minimum distribution beyond age.
• A 401(k) may offer more liability protection than a rollover IRA; each state may vary.
• Participants may be able to take out a loan on your 401k, but not from an IRA.
• IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home.
• If company stock is owned in a plan, participants may be able to liquidate those shares at a lower capital gains tax rate.
• Plans may allow Advisor to be hired as the manager and keep the assets titled in the plan name. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. It is important to understand the differences between these types of

accounts and to decide whether a rollover is the best option. Prior to proceeding, if you have questions contact your Investment Adviser Representative, or call our main number as listed on the cover page of this brochure. Jennings & Associates Financial Advisors, LLC generally provides educational services to retirement plan participants with assets that could potentially be rolled-over to an IRA advisory account. Education is based on a particular Client’s financial circumstances and best interests. Again, Advisor has an incentive to recommend such a rollover based on the compensation received, which is mitigated by the fiduciary duty to act in a Client’s best interest and acting accordingly. If Jennings & Associates Financial Advisors, LLC provides 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, whi ch 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. Retirement Plan Consulting Services Investment Advisor Representatives assist Clients that are trustees or other fiduciaries to retirement plans (“Plans”) by providing fee-based consulting and/or advisory services. Investment advisor representatives can perform one or more of the following services, as selected by the client on the client agreement:
• Assistance in the preparation or review of an investment policy statement (“IPS”) for the Plan based upon consultation with client to ascertain Plan’s investment objectives and constraints.
• Acting as a liaison between the Plan and service providers, product sponsors or vendors.
• Ongoing monitoring of investment manager(s) or investments in relation to written guidelines provided by the Client to the investment advisor representative.
• Preparation of reports describing the performance of Plan investment manager(s) or investments, as well as comparing the performance to benchmarks.
• Ongoing recommendations for consideration and selection by client about specific investments to be held by the Plan or, in the case of a participant-directed defined contribution plan, to be made available as investment options under the Plan.
• Training for the members of the Plan Committee with regard to their service on the Committee, including education and consulting with respect to fiduciary responsibilities.
• Assistance in enrolling Plan participants in the Plan, including conducting an agreed upon number of enrollment meetings. As part of such meetings, Representatives may provide participants with information about the Plan, which includes information on the benefits of Plan participation, the benefits of increasing Plan contributions, the impact of pre-retirement withdrawals on retirement income, the terms of the Plan and the operation of the Plan.
• Assistance with investment education seminars and meetings for Plan participants. Such meetings may be on a group or individual basis, and includes information about the investment options under the Plan (e.g., investment objectives, risk/return characteristics, and historical performance), investment concepts (e.g., diversification, asset classes, and risk and return), and how to determine investment time horizons and assess risk tolerance. Such meetings do not include specific investment advice about investment options under the Plan as being appropriate for a particular participant.
• Assistance at Client’s direction in making changes to investment options under the Plan.
• Assistance with the preparation, distribution and evaluation of Request for Proposals, finalist interviews, and conversion support in connection with vendor analysis and service provider support.
• Preparation of comparisons of Plan data (e.g., regarding fees and services and participant enrollment and contributions) to data from the Plan’s prior years and/or a benchmark group of similar plans.
• Assistance in identifying the fees and other costs borne by the Plan for, as specified by Client, investment management, record keeping, participant education, participant communication and/or other services provided with respect to the Plan. If the Plan makes available publicly traded employer stock (“company stock”) as an investment option under the Plan, Investment Advisor Representatives do not provide investment advice regarding company stock and are not responsible for the decision to offer company stock as an investment option. In addition, if participants in the Plan invest the assets in their accounts through individual brokerage accounts, a mutual fund window, or other similar arrangement, or obtain participant loans, Investment Advisor Representatives do not provide any individualized advice or recommendations to the participants regarding these decisions. ERISA Fiduciary If a Client elects to engage an Investment Advisor Representative to perform ongoing investment monitoring and ongoing investment recommendation services to a Plan subject to ERISA in the Client agreement, such services will constitute “investment advice” so the investment advisor representatives will be deemed a “fiduciary” in connection with those services10. ERISA 3(21) – Non-Discretionary The Adviser may provide research and analysis with regard to investment advice and fiduciary due diligence services for the Client. The goal of the investment due diligence process is to establish a logical, technical, and prudent process that is consistently employed in the selection and ongoing monitoring of funds for plan sponsors and individuals, accompanied by an investment policy statement (for plan sponsors only), that defines 10 Clients should understand that to the extent the Investment Advisor Representative is engaged to perform services other than ongoing investment monitoring and recommendations, those services are not “investment advice” under ERISA and therefore, the Investment Advisor Representative will not be a “fiduciary” under ERISA with respect to those other services. From time to time the Investment Advisor Representative may make the Plan or Plan participants aware of other services available that are separate and apart from the services provided under Retirement Plan Consulting. Such other services may be services to the Plan, to a Client with respect to Client's responsibilities to the Plan and/or to one or more Plan participants. In offering any such services, the Investment Advisor Representative is not acting as a fiduciary under ERISA with respect to such offering of services. If any such separate services are offered to a Client, the Client will make an independent assessment of such services without reliance on the advice or judgment of the Investment Advisor Representative. the process utilized to recommend prudent investment actions to plan fiduciaries, or their representatives. In providing the investment advice to the Client’s plan the Adviser will follow the investment policy statement and undertake procedural due diligence to arrive upon, or facilitate, prudent investment-related recommendations. However, services provided by the Adviser under this Agreement will not include any services with respect to employer securities, company stock, or the design and monitoring of asset allocation model glide paths or other custom asset allocation management services or solutions, whether available through the Adviser or an affiliate thereof. The Advisor acknowledges that it is a fiduciary with respect to the Plan under Section 3(21)(A)(ii) of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and, as such, is a co-fiduciary with the plan sponsor fiduciary(ies) of the Client’s Plan solely with respect to (a) consulting services; (b) the provision of investment education of the employer and/or plan participants (depending on the specific advisory services provided); (c) the periodic reporting on, and analysis of, the investment options available under the Plan, excluding company stock and investments made available through a brokerage account/window or similar such investment vehicle; and (d) the provision of advice to the plan sponsor fiduciary(ies) regarding the elimination or addition of investment options available under the Plan; provided, however, that the plan sponsor fiduciary(ies) acknowledge and agree that the plan sponsor fiduciary(ies) have the final and conclusive responsibility for the investment options selected to be available under the Plan. The Adviser will not be responsible for investment decisions made by the Plan participants with respect to the investment of their individual accounts. ERISA 3(38) – Discretionary The Advisor may be engaged to exercise discretion, of the selection, mapping, and ongoing monitoring, of investments offered within the Plan sponsored by the Client. The Adviser thereby accepts fiduciary responsibility for such duties. The Client may engage the Adviser for management of Plan assets and may delegate specified authority and discretion to the Adviser for the selection, mapping, and ongoing monitoring (including replacement, as prudent), of investments offered within the plan. However, services provided by the Adviser may not include any services with respect to employer securities, company stock. The Adviser shall also provide documentation supporting the investment due diligence in a regularly prepared Fiduciary Investment Review report. The Advisor acknowledges that it is a fiduciary with respect to the Plan under Section 3(38) of ERISA and, as such, is a fiduciary to the Client’s Plan solely with respect to the selection, mapping, monitoring, and replacement of plan investment options for which the Advisor has explicit authorized discretionary control. The Adviser will not be responsible for investment decisions made by individual Plan participants with respect to the investment of their accounts. Plan Participant Advisory Services (PPAS) Investment advisor representatives can be engaged to provide asset allocation and/or specific investment recommendations for retirement plan assets based on the investment options available and the financial information provided by the client. The Investment Advisor Representative tailors the recommendation to the individual needs of the client based upon their investment objectives. Depending on the available options offered by the plan custodian, investment advisor representatives may have discretionary authority to directly execute trades on behalf of clients or the client may retain the sole responsibility for determining whether to implement any recommendations and for placing transactions. The Investment Advisor Representative is responsible for determining the fee to charge each client based on factors such as total amount of assets involved in the relationship and the complexity of the services. Clients should consider the level and complexity of the services to be provided when negotiating the fee with IAR. Clients pay the fee by a check made payable to Advisor. The client may terminate the arrangement at any time, and may request a refund of unearned fees, if any, based on the time and effort completed prior to the termination of the agreement. The agreement terminates upon delivery of a written or verbal recommendation. No refunds will be made after delivery of the recommendation, except when the number of actual hours is less than the estimated number of hours expected. Asset Under Management As of December 21, 2023, the assets under management are: Discretionary Non-Discretionary $175,810,500 $0.00 Clients may request more current information at any time. Financial Planning Jennings & Associates Financial Advisors, LLC can provide financial planning as part of a comprehensive asset management engagement or as a stand-alone service. The type of planning can vary greatly depending on the scope and complexity of an individual’s financial situation. Examples of the type of planning available include the following: Cash Flow Planning Education Planning Divorce Planning Estate Planning Legacy Planning Insurance Planning Investment Planning Retirement Planning Tax Planning Hourly Consulting Services Jennings & Associates Financial Advisors, LLC, can provide hourly consulting services instead of comprehensive financial planning when a narrower scope of services is appropriate. Hourly consulting considers information collected from the client such as financial status, investment objectives, and tax status, among other data. The Investment Adviser Representatives may or may not deliver a written analysis or report as part of the services. The engagement terminates upon final consultation with the client. Clients are under no obligation to act upon the recommendations contained in a financial plan or provided during hourly consulting. If the client elects to act on any of the recommendations, there is no obligation to affect the transaction through the investment adviser. Business Continuity Plan Jennings & Associates Financial Advisors, LLC has a business continuity and contingency plan in place designed to respond to significant business disruptions. These disruptions can be both internal and external. Internal disruptions that could impact our ability to communicate and do business, such as a fire in the office building. External disruptions will prevent the operation of the securities markets or the operations of a number of firms, such as earthquakes, wildfires, hurricanes, terrorist attack or other wide-scale, regional disruptions. Our continuity and contingency plan has been developed to safeguard employees’ lives and firm property, to allow a method of making financial and operational assessments, to quickly recover and resume business operations, to protect books and records, and to allow clients to continue transacting business. The plan includes the following:
• Alternate locations to conduct business
• Hard and electronic back-ups of records
• Alternative means of communications with employees, clients, critical business constituents and regulators; and Details on the firms’ employee succession plan. Our business continuity and contingency plan is reviewed and updated on a regular basis to ensure that the policies in place are sufficient and operational.