Description of Firm RetireWise Tax and Wealth Advisors, Inc. is a registered investment adviser based in Topeka, Kansas. We are organized as a corporation under the laws of the State of Kansas, and we have been providing investment advisory services since 2016. We are owned by Jonathan Vogel and Jeffry Vogel. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," "us," and “RetireWise” refer to RetireWise Tax and Wealth Advisors, Inc., and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Investment Advisory Services RetireWise offers asset management services, which involves RetireWise providing you with continuous and ongoing supervision over your specified accounts. We refer to these services as “Investment Advisory Services” and they include the following:  Analyze your financial condition  Recommend options specific to your financial objectives  Implement investment strategies  Monitor performance of your investments You must appoint our firm as your investment adviser of record on specified accounts (collectively, the “Account”). The Account consists only of separate account(s) held by qualified custodian(s) under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) of the Account. We have formed a relationship with Schwab Advisor Services and Schwab Managed Account Marketplace and therefore require the use of Charles Schwab & Company, Inc. (referred to as “Charles Schwab” or “Schwab”). Most accounts managed through this service are therefore held at Charles Schwab. We also recommend the use The Capital Group Companies, Inc. and their “American Funds” mutual fund products and platforms. American Funds is utilized for clients who don’t require a full-service brokerage account platform offered through Charles Schwab but instead seek a mutual fund-only account such as a 529 plan, Simple IRA account, or Simplified Employee Pension (SEP) IRA account. The Account is managed by us based on your financial situation, investment objectives and risk tolerance. We actively monitor the Account and provide advice regarding buying, selling, reinvesting, or holding securities, cash, or other investments of the Account. We will need to obtain certain information from you to determine your financial situation and investment objectives. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however, we will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. We are always reasonably available to consult with you relative to the status of your Account. You can impose reasonable restrictions on the management of your accounts, including the ability to instruct us to not purchase certain securities. It is important that you understand that we manage investments for other clients and may give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you, or actions taken for you. We are not obligated to buy, sell, or recommend to you any security or other investment that we may buy, sell, or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that we manage. We strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts advised by our firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose the information to any client or use it for any client’s benefit. Discretionary Authority to Select Third-Party Asset Manager Provider and Other Sub-Advisers Specific to accounts managed through Charles Schwab, clients grant us discretionary authority to select (i.e., hire and fire), unaffiliated third-party investment adviser firms to provide third-party asset management services (referred to as “TPAMs”). Clients also grant us discretionary authority to select third-party investment adviser firms to serve as sub-advisers and/or model managers. Currently, RetireWise uses the TPAM services of TownSquare Capital, LLC, an SEC-registered investment adviser to help manage Account(s). The TPAM will have discretionary authority on your Account to place trades and make changes to the Account. Please refer to Item 16 – Investment Discretion for more information. Your agreement with RetireWise will include the authorization to utilize TPAMs and to replace (i.e., hire and fire) TPAMs on a discretionary basis. RetireWise conducts due diligence of the selected TPAM and actively monitors the performance of the TPAM with respect to their management of the Account relative to appropriate peers and/or benchmarks. RetireWise is available to answer questions clients have regarding any portion of their Account managed by TPAM and will act as the communication conduit between the client and TPAM. In addition to serving as a sub-adviser to assist with and/or manage client accounts, the TPAM provides RetireWise with other “back-office” (i.e., administrative, and operational services) that include but are not limited to the following:  Model money manager and sub-adviser vetting and due diligence.  Efficiency and structure audits.  Tax optimization.  Training and assistance with new account forms and transaction paperwork.  Monitor and assist with timely processing of custodial paperwork.  Prepare daily downloads from custodians.  Monitor investment accounts.  Place approved trades through custodians.  Prepare and review performance and positions reports.  Provide quarterly newsletters that can be used with clients.  Assist with paperwork archiving.  Collect and process investment advisory fees.  Assist with the development of investment policy statements. With assistance from the TPAM, RetireWise can select on a discretionary basis, one or more, third-party investment advisers to assist with the management of your Accounts. Such third-party investment advisers are referred to as sub-advisers or model managers. When a sub-adviser or model manager is used, your Account will be managed using one or more strategies developed by the third-party sub- adviser(s) or model manager(s). Clients with accounts held at Charles Schwab will grant RetireWise discretionary authority with respect to investment and advisory services provided. Additionally, each client will grant the TPAM full discretionary authority to (i) invest and

reinvest the assets in the Account and (ii) retain third-party sub- advisers or model managers with respect to all or a part of account assets. This means the TPAM will have trading authority on your account which is necessary to trade investments recommended by third- party sub-advisers or model managers. Although we review the performance of third-party sub-advisers or model managers, we only select the investment managers approved by and recommended by the TPAM and also available through the Charles Schwab platform. Therefore, we have a conflict of interest because we do not recommend third- party sub-advisers or model managers to you if the investment manager has not passed the TPAM’s due diligence process and/or is not available on the Charles Schwab platform. We will provide you with a copy of the TPAM’s disclosure brochure and will also provide you with the disclosure brochure(s) of third-party sub-advisers or model managers utilized to help us manage your Account. Financial Planning We offer financial planning to help RetireWise clients achieve their stated financial goals and objectives. These services are offered complimentary to clients of RetireWise. Investment advisory fees for accounts which RetireWise has an advisory agreement with will likely be involved in compensating RetireWise for its investment advisory services for its clients. Financial planning recommendations are based on your financial situation at the time we provide our recommendations, and on the financial information you provide to our firm. You have the right to accept or reject our financial planning recommendations, and you may choose any firm to assist you with implementing our recommendations. Tailor Advisory Services to Individual Needs of Clients Our advisory services are always provided based on your individual needs. For example, our investment advisory services are tailored with your unique investment objectives, risk tolerance, and time horizon in mind. Further, you are given the ability to impose restrictions on the accounts we advise on and service for you, including specific investment selections and sectors. Our financial planning and consulting services are always provided based on your individual needs. When providing financial planning and consulting services, we work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. We will not enter an investment advisor relationship with a prospective client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. In addition, RetireWise reserves the right to refuse service to any individual, at any time, without need for reason as to why. No Participation in 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 is charged for investment advisory services (which include portfolio management and/or advice concerning the selection of other investment advisers) and the execution of client transactions. We do not offer or participate in wrap-fee programs. All our services are provided on a non-wrap fee basis which means fees and expenses for execution of client transactions charged by your broker/dealer and/or custodian are billed directly to your account separately from our advisory fees. Retirement Plan Rollover Recommendations. When RetireWise provides investment advice about your retirement plan account or individual retirement account (“IRA”) including whether to maintain investments and/or proceeds in the retirement plan account, roll over such investment/proceeds from the retirement plan account to an IRA or make a distribution from the retirement plan account, we acknowledge that RetireWise is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”) as applicable, which are laws governing retirement accounts. The way RetireWise makes money creates conflicts with your interests, so RetireWise operates under a special rule that requires RetireWise to act in your best interest and not put our interest ahead of you. Under this special rule’s provisions, RetireWise must as a fiduciary to a retirement plan account or IRA under ERISA/IRC:
• Meet a professional standard of care when making investment recommendations (give prudent advice).
• Never put the financial interests of RetireWise ahead of you when making recommendations (give loyal advice).
• Avoid misleading statements about conflicts of interest, fees, and investments.
• Follow policies and procedures designed to ensure that RetireWise gives advice that is in your best interest.
• Charge no more than is reasonable for the services of RetireWise; and
• Give Client basic information about conflicts of interest. To the extent we recommend you roll over your account from a current retirement plan account to an individual retirement account managed by RetireWise, please know that RetireWise and our investment adviser representatives have a conflict of interest. We can earn increased investment advisory fees by recommending that you roll over your account at the retirement plan to an IRA managed by RetireWise. We have taken steps to manage this conflict of interest. We have adopted an impartial conduct standard whereby our investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not recommend investments which result in RetireWise receiving unreasonable compensation related to the rollover of funds from the retirement plan to an IRA, and (iii) fully disclose compensation received by RetireWise and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA and refrain from making any materially misleading statements regarding such rollover. When providing advice to a retirement plan account or IRA, our investment advisor representatives will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of RetireWise or our affiliated personnel. Client Assets Managed by RetireWise Tax and Wealth Advisors, Inc. As of February 8, 2024, RetireWise Tax and Wealth Advisors, Inc. has regulatory assets under management in the amount of $115,269,124, which is managed on a discretionary basis. We currently do not manage any client assets on a non-discretionary basis. We have other assets we manage not included in this amount, but they are not included under regulatory assets under management. This also does not include the assets which are underneath RetireWise, Inc., a company under common ownership with RetireWise Tax and Wealth Advisors, Inc.