About Us McCarthy &Cox Retirement & Estate Specialists LLC (“McCarthy & Cox”) is a registered investment adviser, offering financial planning and asset management services to clients. McCarthy & Cox has been in business since 1999, and its principal owners are James Cox, Ryan Mickelson, Megan McCarthy Collins, and Mark Finney. McCarthy & Cox advisors may also do business as Yellow Finch Financial, LLC. This Brochure is designed to provide detailed and clear information relating to each item noted in the table of contents. Certain disclosures are repeated in one or more items, and/or other items are referred to in an effort to be as comprehensive as possible on the broad subject matters discussed. Within this Brochure, certain terms in either upper- or lowercase are used as follows:  “We,” “us,” and “our” refer to McCarthy & Cox Retirement & Estate Specialists LLC  “Advisor” refers to persons who provide investment recommendations or advice on behalf of McCarthy & Cox Retirement & Estate Specialists LLC.  “You,” “yours,” and “client” refer to clients of McCarthy & Cox Retirement & Estate Specialists LLC and its advisors. Description of Services Available McCarthy & Cox offers a suite of investment advisory services and programs to its advisors for use with their clients. Our investment advisory services and programs are designed to accommodate a wide range of client investment philosophies, goals, needs, and investment objectives. Through these various advisory programs and services, clients have access to a wide range of securities products, including, but not limited to, common and preferred stocks; municipal, corporate, and government fixed income securities; mutual funds; exchange-traded products (“ETPs”); options and derivatives; unit investment trusts (“UITs”); and variable and fixed-indexed insurance products, as well as other products and services, including a variety of asset allocation services, financial planning, and consulting services. Our advisors may also offer advice related to direct participation programs, private placements, and other alternative investments, such as alternative energy programs, research and development programs, leasing programs, real estate programs, and pooled commodities futures programs. McCarthy & Cox offers the following programs: Financial Planning Services McCarthy & Cox’s advisors provide advisory consulting services on a wide range of topics, including, but not limited to, comprehensive financial planning, budgeting and cash flow analysis, major purchases, education planning, retirement income/longevity planning, portfolio analysis, estate planning analysis, investment analysis, business succession planning, insurance audit and fringe benefit analysis. Our financial planning process begins with a consultation to determine your assets, liabilities, investment objectives, present and future foreseeable financial obligations, income, and risk tolerance. Using this information, we will create a financial plan consistent with your needs. When the plan is completed, we will meet with you to present the plan and answer any question you may have. You may also engage us for an annual update of your financial plan. The fees for both the initial plan and subsequent annual updates (if desired) are listed in Item 5 of this brochure. COMMONWEALTH PROGRAMS McCarthy & Cox has entered into an agreement to offer clients access to certain programs offered by Commonwealth Financial Network (“Commonwealth”), an SEC-registered investment adviser to offer certain investment advisory programs sponsored by Commonwealth. Specifically, Commonwealth’s Retirement Plan Consulting Program, Wealth Management Consulting Program, PPS Custom Account Program, PPS Select Account Program, and PPS Direct Account Programs are available to our clients as appropriate for the client’s individual situation. Wealth Management Consulting: We provide advisory consulting services on a wide range of topics, including, but not limited to, comprehensive financial planning, budgeting and cash flow analysis, major purchases, education planning, retirement income/longevity planning, portfolio analysis, estate planning analysis, investment analysis, business succession planning, and fringe benefit analysis. Clients may engage our advisors for consulting services on a negotiated hourly, flat, or fixed-fee basis. Fees may be paid at the time of service, in advance of service, or after service has been rendered. If fees are being charged on an hourly basis, they may not exceed $500 per hour. Clients may also elect to enter into consulting or financial planning engagements with advisors separately from, in addition to, or as part of their managed account program, as may be agreed between the client and advisor. Retirement Plan Consulting: We provide a fee-for-service consulting program whereby our advisors offer onetime or ongoing advisory services to qualified retirement plans. Qualified plan clients may engage our advisors for Retirement Plan Consulting services on a negotiated hourly, flat, fixed, or asset-based fee basis. The maximum annual consulting fee, when stated as a percentage of assets, is 1.50% and is negotiable. Hourly fees may not exceed $500 per hour. It is the responsibility of the plan sponsor to ensure these fees are reasonable. Fees may be paid at the time of service, in advance of service, or after service has been rendered. Through the Retirement Plan Consulting Program, advisors assist plan sponsors with their fiduciary duties and provide individualized advice based upon the needs of the plan and/or plan participants regarding investment management matters, such as:  Investment policy statement support  Plan menu design and monitoring  Service provider support  Participant advice programs Plan Participant Consulting: We provide a fee-for-service consulting program whereby advisors offer ongoing advisory services to an individual retirement account (“IRA”) formed under a SIMPLE IRA Plan. Through the Plan Participant Consulting Program, advisors are able to assist a client with a variety of advisory services such as:  Financial planning and portfolio analysis  Education on the options available through the SIMPLE IRA Plan  Recommended asset allocation Asset Management Services PPS Custom: The PPS Custom Program enables an advisor to assist the client in developing a personalized investment portfolio using one or more investment types, including, but not limited to, stocks, bonds, mutual funds, exchange-traded funds (“ETFs”), UITs, variable and fixed-indexed annuities, and alternative investments. The advisor typically acts as portfolio manager, with full investment discretion, although clients may elect to have the advisor manage the account on a nondiscretionary basis. PPS Select: The PPS Select Program offers a variety of model portfolios from which investors may choose. The PPS Select model portfolios are created and managed on a discretionary basis by Commonwealth’s Investment Management and Research team. The client’s advisor will help the client determine which PPS Select models are best suited for the client based on his or her risk profile, investment objectives, and preferences, leaving the actual trading decisions to Commonwealth’s Investment Management and Research team. PPS Select offers a variety of model portfolios with varying investment product types, including mutual fund and ETF portfolios, equity portfolios, fixed income portfolios, and variable annuity subaccount portfolios. PPS Direct: The PPS Direct Program offers advisors’ clients access to a variety of model portfolios involving a range of risk levels from which they may choose. Generally, apart from the PPS Direct Third-Party Fund Strategist Program and the PPS Direct Mutual Fund/ETF Program, the PPS Direct portfolios are not managed by Commonwealth or the client’s financial advisor. Rather, PPS Direct model portfolios are managed by one or more third-party portfolio managers on a discretionary basis. PPS Direct portfolios may consist of mutual funds or ETFs, or they may be made up of individual equities, fixed income securities, or other types of investments. There are four types of PPS Direct Program accounts, which are broadly described as follows:  PPS Direct Mutual Fund/ETF: As the name suggests, these accounts will be allocated among mutual funds or ETFs.  PPS Direct Separately Managed Account (“SMA”): This separately managed account strategy invests in individual securities (e.g., stocks and bonds).  PPS Direct Third-Party Fund Strategist (“Strategist”): Third-party investment advisers provide asset allocation model strategies comprising mutual funds and ETFs.  PPS Direct Unified Managed Account (“UMA”): This is best described as multiple SMAs in a single account. Clients who participate in one or more of Commonwealth’s programs will receive Commonwealth’s Form ADV Part 2 and/or Wrap Fee Brochure, in addition to McCarthy & Cox’s Form ADV Part 2. Clients should refer to Commonwealth’s Form ADV Part 2 and/or Wrap Fee Brochure for detailed information about Commonwealth and Commonwealth’s programs. Wrap Fee Programs The PPS Custom, PPS Direct, and PPS Select programs sponsored by Commonwealth and offered by McCarthy & Cox are considered “wrap fee” programs in which the client pays specified fees for portfolio management services and trade execution. Wrap fee programs differ from non-wrap fee programs in that the asset management fee structure for wrap programs is intended to be largely all-inclusive, whereas non-wrap fee programs assess trade execution costs that are typically in addition to the asset management fee. For the investment advisory services provided to you by McCarthy & Cox and your advisor, Commonwealth, McCarthy & Cox and your advisor receive a portion of the wrap fees you pay. Commonwealth receives a higher portion of the wrap fees you pay when you participate in Commonwealth’s PPS Select programs to compensate for the investment management and research services provided by the Commonwealth Investment Management and Research team. For more information relating to our wrap fee programs, please refer to Appendix 1 of Commonwealth’s brochure. Program Choices The specific advisory program you select may cost you more or less than purchasing program services separately. Factors that bear upon the cost of a particular advisory program in relation to the cost of the same services purchased separately include, but may not be limited to, the type and size of the account; the historical or expected size or number of trades for the account; the types of securities and strategies involved; the amount of fees, commissions, and other charges that apply at the account or transaction level; and the number and range of supplementary advisory and client-related services provided to the account. Lower fees for comparable services may be available from other sources. No Legal or Tax Advice Investment recommendations and advice offered by McCarthy & Cox and its advisors do not constitute legal, tax, or accounting advice. Clients should coordinate and discuss the impact of the financial advice they receive from their advisor with their attorney and accountant. Clients should also inform their advisor promptly of any changes in their financial situation, investment goals, needs, or objectives. Failure to notify the advisor of any material changes could result in investment advice not meeting the changing needs of the client. IRA Rollover Considerations As part of our financial planning and advisory services, we may provide you with recommendations and advice concerning your employer retirement plan or other qualified retirement account. When appropriate, we may recommend that you withdraw the assets from your employer’s retirement plan or other qualified retirement account and roll the assets over to an individual retirement account (“IRA”) to be managed by our firm or a Third Party that we recommend. If you elect to roll the assets to an IRA under our management, we will charge you an asset-based fee as described in Item 5. This practice presents a conflict of interest because our Advisory Representative has 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. Furthermore, if you do complete the rollover, you are under no obligation to have your IRA assets managed under our program or a Third-Party Managed Program. You have the right to decide whether to complete the rollover and the right to consult with other financial professionals.
Some 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 have four options: 1. Leave the funds in your employer’s (former employer’s) plan. 2. Roll over the funds to a new employer’s retirement plan. 3. Cash out and take a taxable distribution from the plan. 4. Roll the funds into an IRA rollover account. Each of these options has advantages and disadvantages. Before making a change, we encourage you to speak with your financial advisor, CPA and/or tax attorney. Before rolling over your retirement funds to an IRA for us to manage or to a Third-Party Managed Program, carefully consider the following. NOTE: This list is not exhaustive. 1. Determine whether the investment options in your employer’s retirement plan address your needs or whether other types of investments are needed.

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. Your current plan may have lower fees than our fee and/or the Third-Party Manager’s fee combined. 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 of those share classes compare with those available in an IRA. 3. You should understand the various products and services available through an IRA provider and their costs. 4. It is likely you will not be charged a management fee and will not receive ongoing asset management services unless you elect to have such services. If your plan offers management services, the fee associated with the service may be more or less than our fee and/or the Third- Party Manager’s fee combined. 5. The Third-Party Manager’s or our management strategy may have higher risk than the options provided to you in your plan. 6. Your current plan may offer financial advice, guidance, management and/or portfolio options at no additional cost. 7. If you keep your assets titled in a 401(k) or retirement account, you could potentially delay your required minimum distribution beyond the required minimum distribution age. 8. Your 401(k) may offer more liability protection than a rollover IRA; each state varies. 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 exceptions. Consult an attorney if you are concerned about protecting your retirement plan assets from creditors. 9. You may be able to take out a loan on your 401(k), but not from an IRA. 10. 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 a home purchase. 11. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 12. Your plan may allow you to hire us or another firm as the manager and keep the assets titled in the plan name. It is important that you understand your options, their features, and their differences, and decide whether a rollover is best for you. If you have questions, contact us at our main number listed on the cover page of this brochure. In addition to complying with applicable SEC rules, McCarthy & Cox is subject to certain rules and regulations adopted by the U.S. Department of Labor when we provide nondiscretionary investment advice to retirement plan participants and IRA owners. When these DOL rules apply, our advisors and McCarthy & Cox are “fiduciaries,” for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the Internal Revenue Code of 1986 (“the Code”), as amended. Therefore, McCarthy & Cox and our advisors may not receive payments that create conflicts of interest when providing fiduciary investment advice to plan sponsors, plan participants, and IRA owners, unless we comply with a prohibited transaction exemption (“PTE”). Beginning December 20, 2021, McCarthy & Cox and our advisors will comply with ERISA and the Code by using PTE 2020-02. As fiduciaries under ERISA and the Code, we render advice that is in plan participants’ and IRA customers’ best interest. McCarthy & Cox’s and our advisors’ status as an ERISA/Code fiduciary is limited to ERISA/Code covered nondiscretionary advice and recommendations regarding rolling over a retirement account and does not extend to all situations. Individualized Services and Client-Imposed Restrictions The investment advisory services provided by our advisors depend largely on the personal information the client provides to the advisor. In order for our advisors to provide appropriate investment advice to, or, in the case of discretionary accounts, make tailored investment decisions for, the client, it is very important that clients provide accurate and complete responses to their advisor’s questions about their financial condition, needs, goals, and objectives and notify the advisor of any reasonable restrictions they wish to apply to the securities or types of securities to be bought, sold, or held in their managed account. It is also important that clients promptly inform their advisor of any changes in their financial condition, investment objectives, personal circumstances, or reasonable investment restrictions pertaining to the management of their account, if any, that may affect their overall investment goals and strategies or the investment advice provided or investment decisions made by their advisor.
In general, the client’s advisor is responsible for delivering investment advisory services to clients, and clients generally deal with matters relating to their accounts by contacting their advisor directly. Of course, clients may contact McCarthy & Cox directly with questions about the advisory services offered by our firm. Assets Under Management As of 12/31/2023, McCarthy & Cox manages $ 571,369,577.29 in assets. All assets are managed on a discretionary basis. Program Choice Conflicts of Interest Clients should be aware that the compensation to McCarthy & Cox and your advisor will differ according to the specific advisory programs or services provided. This compensation to McCarthy & Cox and your advisor may be more than the amounts we would otherwise receive if you participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through our firm or from other sources. McCarthy & Cox and your advisor have a financial incentive to recommend advisory programs or services that provide us higher compensation over other comparable programs or services available from our firm or elsewhere that may cost you less. For example, the costs you will incur to have your account managed by our firm may be more than what other similar firms may charge. It’s important to understand all the associated costs and benefits the program and services you select so you can decide which programs and services are best suited for your unique financial goals, investment objective, and time horizon. We encourage you to review our Form CRS and to discuss your options with your advisor. Factors that bear upon the cost of a particular advisory program in relation to the cost of the same services purchased separately include, but may not be limited to, the type and size of the account; the historical or expected size or number of trades for the account; the types of securities and strategies involved; the amount of fees and other charges that apply at the account or transaction level; and the number and range of supplementary advisory and client-related services provided to the account. Lower fees for comparable services may be available from other sources. You are under no obligation to engage us for services and are free to use the firm of your choice. In addition, Commonwealth offers our firm and our advisors one or more forms of financial benefits based on our total assets under management held at Commonwealth or in Commonwealth’s PPS Program accounts, as well as financial assistance for transitioning from another firm to Commonwealth. The types of financial benefits that your advisor may receive from Commonwealth include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, and account fees; technology fees; research package fees; financial planning software fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, and other forms of financial benefits that your advisor may have the opportunity to receive from Commonwealth provide a financial incentive for our firm and your advisor to select Commonwealth as broker/dealer for your accounts over other broker/dealers from which they may not receive similar financial benefits. Please see items 12 and 14 of this Brochure for more detailed information about these types of conflicts and our relationship with Commonwealth. Commonwealth charges our advisors an administrative fee at the same time clients are charged asset- based fees for their managed accounts. The administrative fee is charged to and paid by the advisor rather than the advisor’s clients and is calculated as a percentage of the total managed account assets, including cash and money market positions, held by the advisor’s clients. The administrative fee is used to offset Commonwealth’s maintenance costs associated with account reporting and reconciliation. In the same manner as many advisors offer asset management fee discounts to their larger clients, Commonwealth offers those advisors to whom it charges administrative fees discounts based on their total assets under management. As these advisors grow their business, they are eligible for reduced administrative fees. This potential reductions in administrative fees presents a conflict of interest because it provides a financial incentive for advisors who receive the discounts to recommend Commonwealth’s PPS programs over other available programs that do not offer such potential discounts to the advisors. These discounts in administrative fees and higher payouts for reaching various AUM levels present a conflict of interest because they provide a financial incentive for advisors who receive the discounts to recommend Commonwealth’s PPS programs or other managed or wrap account programs over other available programs that do not offer such discounts or higher payouts to the advisors. On the other hand, because Commonwealth does not assess administrative fees to advisors when they use certain other third party managed account programs depending upon the costs and fees of a particular third-party program, advisors may have a financial incentive to use one or more third party programs, which also creates a conflict of interest. Commonwealth offers two versions of the PPS Custom Program to clients, which Commonwealth refers to as PPS Custom Program (Transactions) and PPS Custom Program (Platform). Commonwealth limits advisors to offering only one of the two versions of Commonwealth’s PPS Custom Program to all of the advisor’s clients who want to participate in the PPS Custom Program. This means that while Commonwealth offers two versions of the PPS Custom Program to Commonwealth clients generally (i.e., Transactions and Platform), each client’s advisor is restricted to offering only one of those three versions to all of that advisor’s clients. Therefore, other advisors will have access to and will offer their clients a version of the PPS Custom Program that the clients’ own advisor cannot offer them. Depending on the specific type of PPS Custom Program that is available to clients through the client’s chosen advisor, the fees and charges clients will pay when participating in the PPS Custom Program will vary, as described more fully below. Clients should discuss with their advisor the specific version of the PPS Custom Program their advisor may offer them, and clients should consider the specific version of the PPS Custom Program that is available to them through their advisor versus other versions of the PPS Custom Program that would be available to the client were they to choose to work with a different advisor when making a decision to participate in the PPS Custom Program. The PPS Custom Program (Platform) assesses an asset-based platform fee to generally cover purchase and sale transactions and annual maintenance fee costs. The client’s advisor may elect to pay the platform fee on a client’s behalf. PPS Custom Program (Platform) clients should understand that their advisor may elect to pay the platform fee for the accounts of other clients, but not for them, and vice versa. If the advisor elects to pay the platform fee, clients should understand that the annual management fee clients pay may be higher than what they would otherwise pay if their advisor did not elect to pay the platform fee for their account. Further, the advisor’s ability to choose whether to pay the platform fee for one client but not another presents a conflict of interest because the advisor has a financial incentive to be selective in determining for which client accounts the advisor will pay the platform fee and for which accounts the advisor will not. In addition, since the platform fee is household based and the advisor creates each client’s household, advisors who choose to pay the platform fee for their clients have a greater incentive to household a broader aggregation of that client’s accounts as a means to reduce the total platform fee that is paid by the advisor for those client accounts over other clients for whom the advisor has chosen not to pay the platform fee, which is a conflict of interest. Regardless of who pays the platform fee, clients should discuss which accounts will be included within the client’s household by the advisor for purposes of calculation of the platform fee. Clients who choose to open a PPS Custom Program (Platform) account should carefully consider the costs and benefits of whether they or their advisor should pay the platform fee. PPS Custom Program (Platform) clients should consider the annual fees, administrative and other charges, revenue-sharing arrangements, and other compensation that Commonwealth and the advisor receive in making a fair and reasonable assessment of the total costs associated with their decision to open and maintain a PPS Custom Program (Platform) account.