A. Janiczek Wealth Management, LLC (the “Registrant”) is a Delaware limited liability company formed as of January 1, 2021. The Registrant succeeded the registration of JJJ Advisors, Inc., which originally became registered as an Investment Adviser Firm in December 1990. The Registrant is principally owned by JJJ Advisors, Inc., which in turn is principally owned by Joseph J. Janiczek, the Registrant’s CEO. B. As discussed below, the Registrant offers to its clients (individuals, pension and profit sharing plans, business entities, trusts, estates and charitable organizations, etc.) investment advisory, financial advisory/planning, retirement advisory/planning, business advisory/planning and wealth management related services. The Registrant also provides financial advisory/planning, retirement advisory/planning, business advisory/planning and wealth management related services, hereon after referred to as “a la carte” services on a stand-alone basis, particularly when a transaction or event on the horizon is expected to result in a windfall of assets requiring investment advisory services in addition to the a la carte services offered and provided until then. OPTION # 1: INVESTMENT ADVISORY ONLY SERVICES The Registrant’s investment advisory services are offered (Option #1) on a stand-alone basis for those who desire to limit the scope of the engagement solely to investment advisory services. This option is called The Complete Investment Solution (CIS). The Complete Investment Solution (“CIS”) is a service package for clients who only want professional investment portfolio management services (not investment management integrated with financial planning/advising, wealth management, and retirement planning/advising). Registrant shall discharge its investment management responsibilities by building a diversified portfolio of recommended investment vehicles tailored as needed to match the Client’s general economic and taxation circumstances, investment time horizon, risk temperament, and investment objectives as specified by selections made within the Registrant’s official Investor Profile (hereinafter referred to as the “IP”) form, filled-out, signed and amended (by replacing a past IP with a new, later dated IP) from time to time by the Client and/or any other specific written investment instructions received and verbally verified (for cyber-security, quality control and clarification purposes) by the Registrant from the Client. If various accounts or registrations within the portfolio have different risk, time horizon or investment objective profiles, a separate IP form will be prepared to specify separate profiles of the Client by account(s) and/or registrations. The Registrant’s official IP form will explicitly 1) define whether the Client is selecting an Income, Income and Growth, Core, Growth or Aggressive Growth mix and define the associated risk temperament (conservative/moderate, moderate, moderate/aggressive or aggressive) and investment objective of the Client and account(s) to be managed under this IP; 2) define the typical “neutral” equity-like (including equity-like alternatives) and fixed- income-like (including fixed-income-like alternatives) currently associated with the portfolio; 3) define the pre-approved overweight and underweight tactical shift range of the equity-like, fixed-income-like, and cash-like (such as money market funds or Treasury Bills) asset classes within the portfolio the Registrant is able to institute on the basis of the Registrant’s assessment of investment opportunities, dangers, and conditions, which unless explicitly defined otherwise in the IP or other written and confirmed instructions, is plus (+) or minus (-) ten percent (10%) the defined neutral target weight for each asset class; 4) the desired client-defined minimum/maximum cash reserve target associated with the Account(s), if any; and 5) provide any written restrictions or other instructions that apply to the Client across all Accounts or specific accounts or ownership registrations. The Assets will be managed by Registrant based upon the IP on an ongoing basis, adjusting holdings and target allocations within the approved neutral and tactical overweight or underweight tolerance range based upon Registrant’s assessments of economic dangers, strengths, conditions and opportunities and Registrant’s assessments of each asset class’, investment vehicle’s and/or manager’s ability to perform in current, possible or expected conditions. Such asset allocation ranges can and will fluctuate within the approved range and outside the approved range as normal or extreme market conditions impact the daily market price of holdings within the portfolio. The Registrant has the discretion to select when to rebalance mixes back to the approved tolerance range and targeted levels based upon Registrant’s assessment of investment conditions within each asset class, sub asset class and/or asset sector. Rebalancing portfolios back to targeted ranges is generally executed inside each calendar year and may occur multiple times within a calendar year, but also may be thoughtfully extend beyond such a calendar year period in certain investment environments and circumstances. Economic, fundamental, and technical research data is considered by Registrant in an Evidence Based Investing (EBI) investment management approach. Exchange traded funds (“ETFs”) (both indexed and managed), mutual funds, and separate account managers are the primary vehicles selected by Registrant to achieve the targeted equity-like and fixed income-like allocations/ranges. These may be augmented by individual equity or fixed income holdings or alternative asset class and hedge fund managers (depending upon if the Client meets net worth qualification standards for such vehicles). This service package includes recommendations and services related to all five aspects of the Registrant’s Evidence Based Investing approach: 1) Asset Allocation, 2) Security Selection, 3) Trading and Monitoring, 4) Tactical Adjustments and 5) Review and Rebalancing Routines. The Client will receive: 1) at least quarterly account statements from the custodian utilized, 2) Quarterly Performance Reports, 3) written or video/audio publications and email alerts and 4) discretionary portfolio management from Registrant on an ongoing basis. Client may also gain access to the Registrant’s online Client Portal which provides information on the value, allocation and performance of accounts and holdings as of the closing price last recorded in the Registrant’s portfolio management system. After a one- or two-session start-up process, client briefing sessions are generally offered and recommended semi-annually. No financial, retirement or estate planning analysis or services are offered in this investment advisory only service package. The Client, under a separate agreement and fee schedule, can pursue other services offered by the Registrant or upgrade to a different service package that may include financial, retirement, business or estate planning analysis or services if such services are desired. Unless the Client has advised the Registrant to the contrary, in writing, there are no restrictions that the Client has imposed upon the Registrant with respect to the management of the Assets. The Client agrees to provide information and/or documentation requested by Registrant in furtherance of this Agreement as pertains to Client’s objectives, needs and goals, and maintains exclusive responsibility to keep Registrant informed of any changes regarding same. Client acknowledges that Registrant cannot adequately perform its services for Client unless Client diligently performs his responsibilities under this Agreement. Registrant shall not be required to verify any information obtained from Client, Client’s attorney, accountant or other professionals, and is expressly authorized to rely thereon. In the event that the Client has retirement and/or 401k, 403b or other qualified accounts at a current or former employer, Client acknowledges that Registrant will not manage such assets under this Agreement and shall not charge the fee defined in this Agreement for such investment accounts of the Client. Client authorizes Registrant to respond to inquiries from, and communicate and share information with, Client’s attorney, accountant, and other professionals to the extent necessary in furtherance of Registrant’s services under this Agreement. OPTION # 2: INVESTMENT ADVISORY SERVICES AUGMENTED BY FINANCIAL ADVISORY/WEALTH MANAGEMENT SERVICES The Registrant offers investment advisory services augmented by financial advisory/planning and wealth management services (which can include retirement advisory/planning services) (Option #2), which is the flagship service package offered by the Registrant. This option is called The Complete Wealth Solution (CWS). The Complete Wealth Solution (‘CWS”) is a flagship service package offered by the Registrant. Registrant shall discharge its investment management responsibilities by building a diversified portfolio of recommended investment vehicles tailored as needed to match the Client’s general economic and taxation circumstances, investment time horizon, risk temperament, and investment objectives as specified by selections made within the Registrant’s official Investor Profile (hereinafter referred to as the “IP”) form, filled-out, signed and amended (by replacing a past IP with a new, later dated IP) from time to time by the Client and/or any other specific written investment instructions received and verbally verified (for cyber-security, quality control and clarification purposes) by the Registrant from the Client. If various accounts or registrations within the portfolio have different risk, time horizon or investment objective profiles, a separate IP form will be prepared to specify separate profiles of the Client by account(s) and/or registrations. The Registrant’s official IP form will explicitly 1) define whether the Client is selecting an Income, Income and Growth, Core, Growth or Aggressive Growth mix and define the associated risk temperament (conservative/moderate, moderate, moderate/aggressive or aggressive) and investment objective of the Client and account(s) to be managed under this IP; 2) define the typical “neutral” equity-like (including equity-like alternatives) and fixed- income-like (including fixed-income-like alternatives) currently associated with the portfolio; 3) define the pre-approved overweight and underweight tactical shift range of the equity-like, fixed-income-like, and cash-like (such as money market funds or Treasury Bills) asset classes within the portfolio the Registrant is able to institute on the basis of the Registrant’s assessment of investment opportunities, dangers, and conditions, which unless explicitly defined otherwise in the IP or other written and confirmed instructions, is plus (+) or minus (-) ten percent (10%) the defined neutral target weight for each asset class; 4) the desired client-defined minimum/maximum cash reserve target associated with the Account(s), if any; and 5) provide any written restrictions or other instructions that apply to the Client across all Accounts or specific accounts or ownership registrations. The Assets will be managed by Registrant based upon the IP on an ongoing basis, adjusting holdings and target allocations within the approved neutral and tactical overweight or underweight tolerance range based upon Registrant’s assessments of economic dangers, strengths, conditions and opportunities and Registrant’s assessments of each asset class’, investment vehicle’s and/or manager’s ability to perform in current, possible or expected conditions. Such asset allocation ranges can and will fluctuate within the approved range and outside the approved range as normal or extreme market conditions impact the daily market price of holdings within the portfolio. The Registrant has the discretion to select when to rebalance mixes back to the approved tolerance range and targeted levels based upon Registrant’s assessment of investment conditions within each asset class, sub asset class and/or asset sector. Rebalancing portfolios back to targeted ranges is generally executed inside each calendar year and may occur multiple times within a calendar year, but also may be thoughtfully extend beyond such a calendar year period in certain investment environments and circumstances. Economic, fundamental, and technical research data is considered by Registrant in an Evidence Based Investing (EBI) investment management approach. Exchange traded funds (“ETFs”) (both indexed and managed), mutual funds, and separate account managers are the primary vehicles selected by Registrant to achieve the targeted equity-like and fixed income-like allocations/ranges. These may be augmented by individual equity or fixed income holdings or alternative asset class and hedge fund managers (depending upon if the Client meets net worth qualification standards for such vehicles). This service package includes recommendations and services related to all five aspects of the Registrant’s Evidence Based Investing approach: 1) Asset Allocation, 2) Security Selection, 3) Trading and Monitoring, 4) Tactical Adjustments and 5) Review and Rebalancing Routines. The Client will receive: 1) at least quarterly account statements from the custodian utilized, 2) Quarterly Performance Reports, 3) written or video/audio publications and email alerts and 4) discretionary portfolio management from Registrant on an ongoing basis. Client may also gain access to the Registrant’s online Client Portal which provides information on the value, allocation and performance of accounts and holdings as of the closing price last recorded in the Registrant’s portfolio management system. After a one- or two-session start-up process, client briefing sessions are generally offered and recommended semi-annually. The Client, under a separate agreement and fee schedule, can pursue other services offered by the Registrant or upgrade to a different service package that may include additional financial, retirement, business or estate planning analysis or services for the Client and the Client’s adult children if such services are desired. Unless the Client has advised the Registrant to the contrary, in writing, there are no restrictions that the Client has imposed upon the Registrant with respect to the management of the Assets. The Client agrees to provide information and/or documentation requested by Registrant in furtherance of this Agreement as pertains to Client’s objectives, needs and goals, and maintains exclusive responsibility to keep Registrant informed of any changes regarding same. Client acknowledges that Registrant cannot adequately perform its services for Client unless Client diligently performs his responsibilities under this Agreement. Registrant shall not be required to verify any information obtained from Client, Client’s attorney, accountant or other professionals, and is expressly authorized to rely thereon. In the event that the Client has retirement and/or 401k, 403b or other qualified accounts at a current or former employer, Client acknowledges that Registrant will not manage such assets under this Agreement and shall not charge the fee defined in this Agreement for such investment accounts of the Client. Client authorizes Registrant to respond to inquiries from, and communicate and share information with, Client’s attorney, accountant, and other professionals to the extent necessary in furtherance of Registrant’s services under this Agreement. Financial and Retirement Planning, Consulting and Wealth Management The Registrant shall provide select financial advisory/planning, retirement advisory/planning, and wealth management services offered within the Registrant’s Complete Wealth Solution (CWS) service package. This includes the preparation and unique experience of receiving the Registrant’s proprietary Wealth Optimization Plan™ (herein after referred to as “Plan”), featuring the patented Systems and Methods for Optimizing Wealth color coded Wealth Optimization Dashboard™ (red, yellow, green color-coded grids in up to 35 Essential Strengths® categories). This Plan typically includes a Balance Sheet Analysis and Rating, Cash Flow Analysis and Rating, Portfolio Analysis and Rating (including external assets not managed by the Registrant), Lifestyle Protection Analysis™ (up to four stress test and stamina scenarios) and Priority Action Plan of Recommendations to enhance financial strength, agility, flexibility and endurance. The Wealth Optimization Plan™ process involves two key sessions with the Client and Registrant near the beginning of the working relationship (called the Big Breakthrough and Wealth Optimization Plan Sessions) which includes the planning and consulting services mentioned above. Based upon the needs, objectives and cooperation of the client in providing the data needed to complete the analysis, Registrant may emphasize or exclude certain parts of the Plan. Registrant may also prepare additional financial, retirement or estate planning type analysis utilizing various software or spreadsheet analysis type tools designed to assist in evaluating financial needs, circumstances or scenarios and further identifying financial strengths, weaknesses or vulnerabilities. In the event that the Client requires planning or consultation services outside of the scope of the Complete Wealth Solution and Wealth Optimization Plan, the Registrant may charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the Client. With respect to Registrant’s planning and consulting services, the Client acknowledges that: (i) he/she is free at all times to accept or reject any recommendation from Registrant, and the Client acknowledges that he/she has the sole authority with regard to the implementation, acceptance, or rejection of any recommendation or advice from Registrant; (ii) recommendations (i.e. estate planning, retirement planning, taxes, insurance, etc.) may be discussed and/or implemented, at Client’s sole discretion, with the corresponding professional adviser(s) (i.e. broker, accountant, attorney, insurance agent, etc.) of Client’s choosing (which may include affiliated entities and/or representatives of the Registrant); (iii) in respect to estate planning and tax planning matters, Registrant’s role shall be that of a facilitator between the Client and his/her corresponding professional advisor(s); (iv) no portion of the Registrant’s services should be construed as legal or accounting advice. Rather, the Client should defer to their attorney or accountant; and (v) they will maintain sole responsibility to notify the Registrant if there is a change in their financial situation or investment objective(s) for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services and/or to address new planning or consulting matters. In the course of normal semi-annual briefing and review sessions that involve the investment management services provided to the Client in item 1 above, Registrant agrees to offer, at Client’s request, a broader scope of financial, retirement and wealth management topics that can be reviewed in the same session, expanding the scope and potential synergies to include topics related to the Client’s Plan. Client may also contact Registrant with questions via telephone, email or by setting up a mutually agreeable additional appointment to request additional guidance or consulting related to the Plan or Assets between normal semi-annual briefing and review sessions. In addition, Client may request the Plan or select elements of it be re-run and/or re-analyzed from time to time, typically every few years, for no additional charge. OPTION # 3: ”A LA CARTE” FINANCIAL ADVISORY/PLANNING, RETIREMENT ADVISORY/PLANNING, BUSINESS ADVISORY/PLANNING SERVICES FOR THOSE ANTICIPATING AN UPCOMING LIQUIDITY EVENT The Registrant offers financial advisory/planning, retirement advisory/planning, and business advisory/planning oriented services for clients anticipating an upcoming life- changing liquidity event or retirement transition within approximately five (5) years. Transactions and events such as a business sale, real estate sale, inheritance, legal settlement, retirement, stock option exercising, contract, golden parachute trigger, etc. often require or can benefit by extensive before the event, at the event and post event financial advisory/planning/consulting and business advisory/planning and consulting (including what is often referred to as “Exit Planning”) services offered within this category of Registrant’s services. Registrant offers a variety of “a la carte” services designed to help clients optimally plan, prepare and, should conditions manifest as desired, experience such a liquidity event. Services may include (independently over time or as part of a comprehensive multifaceted plan) our Wealth Optimization Plan™, Lifestyle Protection Analysis™ Scenarios, Balance Sheet Analysis, Cash Flow Analysis, Business Exit Plan, Business Strategic Plan, Before the Business Sale Planning & Consulting, At the Business Sale Planning & Consulting, Post Sale Planning & Consulting, Stock Option Exercising Analysis & Consulting, Estate Plan Analysis, Business Succession Plan Analysis & Plan, Retirement Analysis, Executive Perk Analysis & Consulting, Quarterly or Semi-Annual Review Services (associated with any of the above or other services provided) and a multitude of other services related to the aim of optimally planning for, preparing for and experiencing a life-changing liquidity event and/or retirement. The typical aim of such services is to add value while preparing for a liquidity/transition event, build a solid relationship and rapport that is solidly in place before the liquidity event, build a customized trusted advisor team to meet needs before, at and post liquidity event and engage in a prudent processes that paves the way for transitioning to/upgrading to one of our more permanent service packages once the liquidity event transpires.
Any and all “A la Carte” services recommended by the Registrant are determined by the Registrant and defined in a separate Statement of Work (SOW) document provided in writing in advance of any services being performed and will only be performed upon written/signed acceptance by client and an authorized representative of Registrant. The SOW spells out precisely what services will be provided, what deliverables the Registrant will prepare and provide, how many Client and Registrant consulting session are included with the initial services provided and what if any fees will be associated with any additional follow-up/review sessions the Client may choose, at their request and discretion after the initial services are provided by Registrant. In the event that the Client requires planning or consultation services outside of the scope of the a la carte services identified in the SOW, the Registrant may charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the Client. With respect to Registrant’s planning and consulting services, the Client acknowledges that: (i) they are free at all times to accept or reject any recommendation from Registrant, and the Client acknowledges that they have the sole authority with regard to the implementation, acceptance, or rejection of any recommendation or advice from Registrant; (ii) recommendations (i.e. estate planning, retirement planning, taxes, insurance, business broker, legal, accounting, investment banker, human resources, etc.) may be discussed and/or implemented, at Client’s sole discretion, with the corresponding professional adviser(s) (i.e. broker, accountant, attorney, insurance agent, business broker, investment banker, consultant, etc.) of Client’s choosing (which may include affiliated entities and/or representatives of the Registrant); (iii) in respect to estate planning, legal, accounting, business broker, investment banking, and tax planning matters, Registrant’s role shall be that of a facilitator between the Client and their corresponding professional advisor(s); (iv) no portion of the Registrant’s services should be construed as legal or accounting advice. Rather, the Client should defer to their attorney or accountant; and (v) they will maintain sole responsibility to notify the Registrant if there is a change in their financial situation or investment objective(s) for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. The Registrant’s fee for a la carte services provided under this service option/category shall be based upon those specified in the SOW that are specifically identified as “a la carte services”. If the SOW also defines investment advisory services recommended to the Client (such as Registrant’s Complete Investment Solution (CIS) or Janiczek Model Portfolio Solution (JMPS)) or combination investment advisory and financial/retirement/wealth management planning and consulting service packages (such as Registrant’s Complete Wealth Solution (CWS) or Complete Legacy Solution (CLS)) such services, which are outside the scope of the Registrant’s a la carte service menu, will be performed under a separate investment advisory service agreement executed between Client and Registrant for such services. While our A la Carte service category is designed to be flexible, one more common A la Carte service is for us to prepare a Wealth Optimization Plan for a flat fee of $5,000 with no minimum quarterly asset management fee. In such circumstances, this A la Carte financial planning fee is a one-time fee for such a plan and would be charged additional times for such plan, each time the client requests a new plan or a plan update (as per the SOW). In the event that the a la carte service needs of the Client increase while the services outlined in the SOW are being performed by Registrant, no increase in the services the Registrant shall provide or increased fees the Client shall pay will be effective without prior written notification to the Client in an updated, signed and dated SOW. OPTION # 4: INVESTMENT ADVISORY SERVICES AUGMENTED BY FINANCIAL ADVISORY/WEALTH MANAGEMENT SERVICES FOR PATRIARCH/MATRIARCH AND MULTI-GENERATIONS OF A WEALTHY FAMILY The Registrant offers investment advisory services augmented by financial advisory/planning and wealth management services (which can include retirement advisory/planning services) for the patriarch/matriarch and multi-generations of a wealthy family (Option #4). This option is called The Complete Legacy Solution (CLS). The Complete Legacy Solution (“CLS”) recognizes that many clients have needs that span generations and often expand into legacy and charitable activities. The Registrant created the Complete Legacy Solution™ service package to meet the long-term needs of high-net- worth clients and their extended families and charitable organization(s). The CLS includes investment advisory and financial planning/advisory, retirement planning/advisory services for the family patriarch/matriarch (Client) plus: 1) Annual Family Meeting (if desired, requested), 2) Periodic Financial Education/Coaching Sessions/Webinars for adult family members (if desired, upon request, per events calendar of Registrant), 3) Personal Development Workshops/Webinars for adult family members (per event calendar of Registrant), and 4) Registrant’s Complete Investment Solution (CIS), Complete Wealth Solution (CWS), or Janiczek Model Portfolio Solution (JMPS) (as circumstances and needs dictate) at a preferred family aggregate fee level for all adult family members electing to participate in this program and entering into their own separate service agreements. The primary aim of CLS is to assist generations of a family to master money in a manner that augments a quality multi- generational (and, often times, charity- oriented) estate plan. The CLS is a unique experience designed to deliver Registrant’s investment advisory, financial planning/advisory, retirement planning/advisory and multi- generational wealth management services to the Client and Client’s family members in a synergistic way. Registrant shall discharge its investment management responsibilities by building a diversified portfolio of recommended investment vehicles tailored as needed to match the Client’s general economic and taxation circumstances, investment time horizon, risk temperament, and investment objectives as specified by selections made within the Registrant’s official Investor Profile (hereinafter referred to as the “IP”) form, filled-out, signed and amended (by replacing a past IP with a new, later dated IP) from time to time by the Client and/or any other specific written investment instructions received and verbally verified (for cyber-security, quality control and clarification purposes) by the Registrant from the Client. If various accounts or registrations within the portfolio have different risk, time horizon or investment objective profiles, a separate IP form will be prepared to specify separate profiles of the Client by account(s) and/or registrations. The Registrant’s official IP form will explicitly 1) define whether the Client is selecting an Income, Income and Growth, Core, Growth or Aggressive Growth mix and define the associated risk temperament (conservative/moderate, moderate, moderate/aggressive or aggressive) and investment objective of the Client and account(s) to be managed under this IP; 2) define the typical “neutral” equity-like (including equity-like alternatives) and fixed- income-like (including fixed-income-like alternatives) currently associated with the portfolio; 3) define the pre-approved overweight and underweight tactical shift range of the equity-like, fixed-income-like, and cash-like (such as money market funds or Treasury Bills) asset classes within the portfolio the Registrant is able to institute on the basis of the Registrant’s assessment of investment opportunities, dangers, and conditions, which unless explicitly defined otherwise in the IP or other written and confirmed instructions, is plus (+) or minus (-) ten percent (10%) the defined neutral target weight for each asset class; 4) the desired client-defined minimum/maximum cash reserve target associated with the Account(s), if any; and 5) provide any written restrictions or other instructions that apply to the Client across all Accounts or specific accounts or ownership registrations. The Assets will be managed by Registrant based upon the IP on an ongoing basis, adjusting holdings and target allocations within the approved neutral and tactical overweight or underweight tolerance range based upon Registrant’s assessments of economic dangers, strengths, conditions and opportunities and Registrant’s assessments of each asset class’, investment vehicle’s and/or manager’s ability to perform in current, possible or expected conditions. Such asset allocation ranges can and will fluctuate within the approved range and outside the approved range as normal or extreme market conditions impact the daily market price of holdings within the portfolio. The Registrant has the discretion to select when to rebalance mixes back to the approved tolerance range and targeted levels based upon Registrant’s assessment of investment conditions within each asset class, sub asset class and/or asset sector. Rebalancing portfolios back to targeted ranges is generally executed inside each calendar year and may occur multiple times within a calendar year, but also may be thoughtfully extend beyond such a calendar year period in certain investment environments and circumstances. Economic, fundamental, and technical research data is considered by Registrant in an Evidence Based Investing (EBI) investment management approach. Exchange traded funds (“ETFs”) (both indexed and managed), mutual funds, and separate account managers are the primary vehicles selected by Registrant to achieve the targeted equity-like and fixed income-like allocations/ranges. These may be augmented by individual equity or fixed income holdings or alternative asset class and hedge fund managers (depending upon if the Client meets net worth qualification standards for such vehicles). This service package includes recommendations and services related to all five aspects of the Registrant’s Evidence Based Investing approach: 1) Asset Allocation, 2) Security Selection, 3) Trading and Monitoring, 4) Tactical Adjustments and 5) Review and Rebalancing Routines. The Client will receive: 1) at least quarterly account statements from the custodian utilized, 2) Quarterly Performance Reports, 3) written or video/audio publications and email alerts and 4) discretionary portfolio management from Registrant on an ongoing basis. Client may also gain access to the Registrant’s online Client Portal which provides information on the value, allocation and performance of accounts and holdings as of the closing price last recorded in the Registrant’s portfolio management system. After a one- or two-session start-up process, client briefing sessions are generally offered and recommended semi-annually. The Client, under a separate agreement and fee schedule, can pursue other services offered by the Registrant or upgrade to a different service package that may include additional financial, retirement, business or estate planning analysis or services for the Client and the Client’s adult children if such services are desired. Unless the Client has advised the Registrant to the contrary, in writing, there are no restrictions that the Client has imposed upon the Registrant with respect to the management of the Assets. The Client agrees to provide information and/or documentation requested by Registrant in furtherance of this Agreement as pertains to Client’s objectives, needs and goals, and maintains exclusive responsibility to keep Registrant informed of any changes regarding same. Client acknowledges that Registrant cannot adequately perform its services for Client unless Client diligently performs his responsibilities under this Agreement. Registrant shall not be required to verify any information obtained from Client, Client’s attorney, accountant or other professionals, and is expressly authorized to rely thereon. In the event that the Client has retirement and/or 401k, 403b or other qualified accounts at a current or former employer, Client acknowledges that Registrant will not manage such assets under this Agreement and shall not charge the fee defined in this Agreement for such investment accounts of the Client. Client authorizes Registrant to respond to inquiries from, and communicate and share information with, Client’s attorney, accountant, and other professionals to the extent necessary in furtherance of Registrant’s services under this Agreement. Financial and Retirement Planning, Consulting and Wealth Management The Registrant shall provide select financial advisory/planning, retirement advisory/planning, and wealth management services offered within the Registrant’s Complete Legacy Solution service package. This includes the preparation and unique experience of receiving the Registrant’s proprietary Wealth Optimization Plan™ (herein after referred to as “Plan”), featuring the patented Systems and Methods for Optimizing Wealth color coded Wealth Optimization Dashboard™ (red, yellow, green color coded grids in up to 35 Essential Strengths® categories). This Plan typically includes a Balance Sheet Analysis and Rating, Cash Flow Analysis and Rating, Portfolio Analysis and Rating (including external assets not managed by the Registrant), Lifestyle Protection Analysis™ (up to four stress test and stamina scenarios) and Priority Action Plan of Recommendations to enhance financial strength, agility, flexibility and endurance. The Wealth Optimization Plan™ process involves

two key sessions with the Client and Registrant near the beginning of the working relationship (called the Big Breakthrough and Wealth Optimization Plan Sessions) which includes the planning and consulting services mentioned above. Based upon the needs, objectives and cooperation of the client in providing the data needed to complete the analysis, Registrant may emphasize or exclude certain parts of the Plan. Registrant may also prepare additional financial, retirement or estate planning type analysis utilizing various software or spreadsheet analysis type tools designed to assist in evaluating financial needs, circumstances or scenarios and further identifying financial strengths, weaknesses or vulnerabilities. In the event that the Client requires planning or consultation services outside of the scope of the Complete Legacy Solution and Wealth Optimization Plan, the Registrant may charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the Client. With respect to Registrant’s planning and consulting services, the Client acknowledges that: (i) they are free at all times to accept or reject any recommendation from Registrant, and the Client acknowledges that they have the sole authority with regard to the implementation, acceptance, or rejection of any recommendation or advice from Registrant; (ii) recommendations (i.e. estate planning, retirement planning, taxes, insurance, etc.) may be discussed and/or implemented, at Client’s sole discretion, with the corresponding professional adviser(s) (i.e. broker, accountant, attorney, insurance agent, etc.) of Client’s choosing (which may include affiliated entities and/or representatives of the Registrant); (iii) in respect to estate planning and tax planning matters, Registrant’s role shall be that of a facilitator between the Client and their corresponding professional advisor(s); (iv) no portion of the Registrant’s services should be construed as legal or accounting advice. Rather, the Client should defer to their attorney or accountant; and (v) they will maintain sole responsibility to notify the Registrant if there is a change in their financial situation or investment objective(s) for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services and/or to address new planning or consulting matters. In the course of normal semi-annual briefing and review sessions that involve the investment management services provided to the Client in item 1 above, Registrant agrees to offer, at Client’s request, a broader scope of financial, retirement, legacy and multi- generational wealth management topics that can be reviewed in the same session, expanding the scope and potential synergies to include topics related to the Client’s Plan, family and charitable activities. Client may also contact Registrant with questions via telephone, email or by setting up a mutually agreeable additional appointment to request additional guidance or consulting related to the Plan or Assets between normal semi-annual briefing and review sessions. In addition, Client may request the Plan or select elements of it be re-run and/or re-analyzed from time to time for no additional charge. OPTION # 5: FIXED MODEL PORTFOLIO MANGEMENT FOR FAMILY & FRIENDS OF CLIENTS OR EMPLOYEES WITH SMALLER PORTFOLIOS (BY INVITATION ONLY) Recognizing that clients of Registrant are often in the position or asked by family members or friends to assist them in obtaining professional portfolio management services and sometimes these requests are portfolios under a threshold amount where Registrant’s normal portfolio management services do not fit the circumstances. The Registrant offers investment advisory services (Option #5) intended to meet the more limited investment management needs of the family members and friends of clients or employees with smaller (under $1,499,999) portfolios. This option is called the Janiczek® Model Portfolio Solution (JMPS). Registrant shall discharge its investment management responsibilities by allocating the JMPS Client’s assets into one of the five Model Portfolios (hereinafter referred to as “MPs”) offered by Registrant (on an invitation-only basis to family and friends of clients and employees of Registrant) and selected by Client after careful consideration of the investment objectives, risk temperament, investment time horizon and general financial circumstances of the Client. The Registrant’s official JMPS Investor Profile (hereinafter referred to as “JMPS IP”) form will explicitly 1) define whether the Client is selecting a conservative/moderate risk 25/75 +/- 10% equity/fixed income mix model portfolio, a moderate risk 40/60 +/-10% equity/fixed income mix model portfolio, moderate/aggressive risk 60/40 +/-10% equity/fixed income mix model portfolio, an aggressive risk 75/25 +/-10% equity/fixed income mix model portfolio equity/fixed income mix, or a Special $10,000 or Less moderate risk 50/50 +/-10% equity/fixed income mix model portfolio; 2) define the typical “neutral” equity-like (including equity-like alternatives) and fixed-income-like (including fixed-income-like alternatives) currently associated with the portfolio; and 3) define the pre-approved overweight and underweight tactical shift range of the equity-like, fixed- income-like, and cash-like (such as money market funds or Treasury Bills) asset classes within the portfolio the Registrant is able to institute on the basis of the Registrant’s assessment of investment opportunities, dangers, and conditions, which is plus (+) or minus (-) ten percent (10%) the defined neutral target weight for each asset class. The Client assets will be managed by Registrant based upon the JMPS IP on an ongoing basis, adjusting holdings and target allocations within the approved neutral and tactical overweight or underweight tolerance range based upon Registrant’s assessments of economic dangers, strengths, conditions and opportunities and Registrant’s assessments of each asset class’, investment vehicle’s and/or manager’s ability to perform in current, possible or expected conditions. Such asset allocation ranges can and will fluctuate within the approved range and outside the approved range as normal or extreme market conditions impact the daily market price of holdings within the portfolio. The Registrant has the discretion to select when to rebalance mixes back to the approved tolerance range and targeted levels based upon Registrant’s assessment of investment conditions within each asset class, sub asset class and/or asset sector. Rebalancing portfolios back to targeted ranges is generally executed inside each calendar year and may occur multiple times within a calendar year, but also may be thoughtfully extend beyond such a calendar year period in certain investment environments and circumstances. Economic, fundamental, and technical research data is considered by Registrant in an Evidence Based Investing (EBI) investment management approach. Exchange traded funds (“ETFs”) (both indexed and managed) and mutual funds are the primary vehicles selected by Registrant to achieve the targeted equity-like and fixed income-like allocations/ranges. These may be augmented by individual equity or fixed income holdings or alternative asset class investment vehicles. This service package includes model portfolio investment management services related to all five aspects of the Registrant’s Evidence Based Investing approach: 1) Asset Allocation, 2) Security Selection, 3) Trading and Monitoring, 4) Tactical Adjustments and 5) Review and Rebalancing Routines. This abbreviated invited family and friends of clients and employee’s investment management service of Registrant is specifically designed for portfolios under $1,499,999 and includes limited servicing, customizing, and reporting compared to Registrant’s primary investment management service offerings. Clients on this service package receive: 1) at least quarterly investment statements from the custodian utilized, 2) online access to account balances, 3) Market Commentary Reports (quarterly), and 4) discretionary model portfolio management from Registrant on an ongoing basis. Trades in these accounts are made on a bulk model portfolio level and are not customized to each individual client. Access to Registrant’s professional advisors in this service package is limited to phone calls or meetings to assist the client in defining their time horizon, risk temperament, and general financial objectives and circumstances, and in selecting one of five model portfolios. Registrant’s advisors are also available to discuss the allocation of the model portfolios and Registrant’s assessment of investment conditions, including risks. Client is encouraged to read the prospectuses and annual reports of each holding to better understand what they are invested in. Access to Registrant’s service team personnel and advisors who are in JMPS is limited to opening accounts, depositing funds, withdrawing funds, or closing accounts. This service package does not include financial, retirement, or estate planning and management services or any type of custom portfolio management. It also does not include the more advanced customizing, educating, counseling, or reporting services of our Complete Investment Solution. It is organized and priced as a model portfolio solution for individuals or organizations seeking a diversified portfolio of no-load mutual funds and/or ETFs selected and adjusted by Registrant from time to time. This service package is only offered by invitation only for family members and friends of clients or employees desiring a model portfolio management solution. If more customizing, financial advising, planning, education and/or counseling is required than is offered in this service package, Registrant recommends such individuals or organizations seek and select an outside advisor of his or her choosing for such services. The Client, under a separate agreement and fee schedule, can pursue other services offered by the Registrant or upgrade to a different service package that may include financial, retirement, business or estate planning analysis or services if such services are desired. Registrant recommends that each JMPS participant maintain adequate liquid reserves in bank or money market accounts at an institution of their choice to meet short-term expense needs (within 1 year) and short- term/intermediate needs (1 to 3 years) and Client agrees to maintain such liquidity levels outside the JMPS Account(s). The 25/75, 40/60, 60/40, 75/25, and Special $10,000 or Less Balanced 50/50 models are designed for long-term investors with time horizons well in excess of five (5) years with the moderate/aggressive and aggressive risk portfolios (60/40 and 75/25) intended for investors with time horizons well in excess of ten (10) years. If various accounts or registrations within the portfolio have different risk, time horizon or investment objective profiles, a separate JMPS IP form should be prepared to specify separate profiles of the Client by account(s) and/or registrations. Unless the Client has advised the Registrant to the contrary, in writing, there are no restrictions that the Client has imposed upon the Registrant with respect to the management of the Assets. The Client agrees to provide information and/or documentation requested by Registrant in furtherance of this Agreement as pertains to Client’s objectives, needs and goals, and maintains exclusive responsibility to keep Registrant informed of any changes regarding same. Client acknowledges that Registrant cannot adequately perform its services for Client unless Client diligently performs their responsibilities under this Agreement. Registrant shall not be required to verify any information obtained from Client, Client’s attorney, accountant or other professionals, and is expressly authorized to rely thereon. In the event that the Client has retirement and/or 401k, 403b or other qualified accounts at a current or former employer, Client acknowledges that Registrant will not manage such assets under this Agreement and shall not charge the fee defined in this Agreement for such investment accounts of the Client. Client authorizes Registrant to respond to inquiries from, and communicate and share information with, Client’s attorney, accountant, and other professionals to the extent necessary in furtherance of Registrant’s services. The Client acknowledges and understands that the services to be provided by Registrant under the JMPS service agreement are limited to the management of the Assets and do not include financial planning or any other related or unrelated consulting services. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by the client, Registrant will generally provide financial planning and related consulting services regarding matters such as tax and estate planning, insurance, etc. Registrant will generally provide such consulting services inclusive of its advisory fee set forth at Item 5 below (exceptions could occur based upon assets under management, extraordinary matters, special projects, stand-alone planning engagements, etc. for which Firm may charge a separate or additional fee). Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with Registrant. Registrant does not serve as an attorney, accountant, or insurance agent, and no portion of our services should be construed as same. Accordingly, Registrant does not prepare legal documents, prepare tax returns, or sell insurance products. To the extent requested by a client, we may recommend the services of other professionals for non-investment implementation purpose (i.e., attorneys, accountants, insurance, etc.). The client is not under any obligation to engage any such professional(s). The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Registrant and/or its representatives. If the client engages any professional (i.e., attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional[s] (i.e., attorney, accountant, insurance agent, etc.), and not Registrant, shall be responsible for the quality and competency of the services provided. Low Yield Environment. In a low yield environment, the Registrant could consider, and utilize, asset classes to enhance current income, including private and publicly traded Real Estate Investment Trusts and Funds, High Yield Bonds, Preferred Stock, High Dividend Yield Common Stock, Private Lending Funds, Business Development Companies, Farm/Crop Land Funds, Interval Funds and Income-oriented Infrastructure Assets/Funds. Publicly traded securities of these type securities can be purchased by Registrant on a discretionary basis. However, if these types of securities are included within private funds, including those with which the Registrant is affiliated, they may only be purchased on a non-discretionary basis upon qualification of, and authorization from, the client. Although these types of securities can deliver enhanced income, they also present corresponding potential for enhanced risk to, and volatility of, the invested principal and differing liquidity characteristics. A client desiring higher current income must be willing to accept this trade- off. Inverse/Enhanced Market Strategies. In extremely limited circumstances, the Registrant may utilize long and short mutual funds and/or exchange traded funds that are designed to perform in either an: (1) inverse relationship to certain market indices (at a rate of 1 or more times the inverse [opposite] result of the corresponding index) as an investment strategy and/or for the purpose of hedging against downside market risk; and (2) enhanced relationship to certain market indices (at a rate of 1 or more times the actual result of the corresponding index) as an investment strategy and/or for the purpose of increasing gains in an advancing market. There can be no assurance that any such strategy will prove profitable or successful. In light of these enhanced risks/rewards, a client may direct the Registrant, in writing, not to employ any or all such strategies for his/her/their/its accounts. Independent Managers. The Registrant may allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager[s] shall have day-to-day responsibility for the active discretionary management of the allocated assets. The Registrant shall continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which Registrant shall consider in recommending Independent Managers include the client’s designated investment objectives, management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fee charged by the Independent Manager[s] is separate from, and in addition to, Registrant’s advisory fee as set forth in the fee schedule at Item 5 below. Socially Responsible Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance considerations into the investment due diligence process (“ESG”). There are potential limitations associated with allocating a portion of an investment portfolio in ESG securities (i.e., securities that have a mandate to avoid, when possible, investments in such products as alcohol, tobacco, firearms, oil drilling, gambling, etc.). The number of these securities may be limited when compared to those that do not maintain such a mandate. ESG securities could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange traded funds are few when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Registrant), there can be no assurance that investment in ESG securities or funds will be profitable, or prove successful. The Registrant does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. Cryptocurrency. For clients who want exposure to cryptocurrencies, including Bitcoin, Registrant, will advise the client to consider a potential investment in corresponding exchange traded securities or private funds that provide cryptocurrency exposure. Crypto is a digital currency that can be used to buy goods and services, but uses an online ledger with strong cryptography (i.e., a method of protecting information and communications through the use of codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated and their price is determined by the supply and demand of their market. Because cryptocurrency is currently considered to be a speculative investment, Registrant will not exercise discretionary authority to purchase a cryptocurrency investment for client accounts. Rather, a client must expressly authorize the purchase of the cryptocurrency investment. Registrant does not recommend or advocate the purchase of, or investment in, cryptocurrencies. Registrant considers such an investment to be speculative. Clients who authorize the purchase of a cryptocurrency investment must be prepared for the potential for liquidity constraints, extreme price volatility and complete loss of principal. Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Registrant recommends that a client roll over their retirement plan assets into an account to be managed by Registrant, such a recommendation creates a conflict of interest if Registrant will earn new (or increase its current) compensation as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not, Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant. Use of Mutual Funds: Most mutual funds are available directly to the public. Thus, a prospective client can obtain many of the mutual funds that may be recommended and/or utilized by Registrant independent of engaging Registrant as an investment advisor. However, if a prospective client determines to do so, he/she will not receive the Registrant’s initial and ongoing investment advisory services. DFA Mutual Funds: Registrant utilizes the mutual funds issued by Dimensional Fund Advisors (“DFA”). DFA funds are generally only available through registered investment advisers approved by DFA. Thus, if the client was to terminate Registrant’s services, and transition to another adviser who has not been approved by DFA to utilize DFA funds, restrictions regarding additional purchases of, or reallocation among other DFA funds, will generally apply. Interval Funds. When consistent with a client’s investment objectives, Registrant may allocate investment assets to “interval funds.” Investment companies structured as “interval funds” are generally designed for long-term investors that do not require daily liquidity. Shares in interval funds typically do not trade on the secondary market. Instead, their shares are subject to periodic redemption offers by the fund at a price based on net asset value. Thus, if we determined that the fund was no longer performing or if you ever determined to transfer your account, the fund could not be sold or transferred immediately. Rather, sale or transfer would need to await the quarterly permitted sale date. Moreover, the eventual net asset value for the fund could be substantially different (positive or negative) than the fund value on the date that the sale was requested. There can be no assurance that any such strategy will prove profitable or successful. Accordingly, interval funds are subject to liquidity constraints. Interval funds investing in securities of companies with smaller market capitalizations, derivatives, or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Generally, the interval funds recommended by Registrant offer a two to three week period, on a quarterly basis, during which the client may seek the redemption of previously purchased interval funds. In light of these enhanced risks/rewards, a client may direct Adviser, in writing, not to purchase such funds for the client’s account. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, mutual fund manager tenure, style drift, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Of course, as indicated below, there can be no assurance that investment decisions made by Registrant will be profitable or equal any specific performance level(s). eMoney Advisor Platform. Registrant may provide its clients with access to an online platform hosted by “eMoney Advisor” (“eMoney”). The eMoney platform allows a client to view their complete asset allocation, including those assets that Registrant does not manage (the “Excluded Assets”). Registrant does not provide investment management, monitoring, or implementation services for the Excluded Assets. Unless otherwise specifically agreed to, in writing, Registrant’s service relative to the Excluded Assets is limited to reporting only. Therefore, Registrant shall not be responsible for the investment performance of the Excluded Assets. Rather, the client and/or their advisor(s) that maintain management authority for the Excluded Assets, and not Registrant, shall be exclusively responsible for such investment performance. Without limiting the above, the Registrant shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. The client may choose to engage Registrant to manage some or all of the Excluded Assets pursuant to the terms and conditions of an Investment Advisory Agreement between Registrant and the client. The eMoney platform also provides access to other types of information and applications including financial planning concepts and functionality, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by Registrant. Finally, Registrant shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other functions available on the eMoney platform without Registrant’s assistance or oversight. Unaffiliated Private Investment Funds. Registrant may also provide investment advice regarding unaffiliated private investment funds. Registrant, on a non-discretionary basis, may recommend that certain qualified clients consider an investment in unaffiliated private investment funds. Registrant’s role relative to the private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become a private fund investor, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of Registrant calculating its investment advisory fee. Registrant’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Affiliated Private Fund. Registrant and/or its owners are affiliated with JWM Income & Growth Fund I, LP, an affiliated private investment fund of funds (the “Fund”), the complete description of which (the terms, conditions, risks, conflicts and fees, including incentive compensation) is set forth in the Fund’s offering documents. Registrant serves as the sub-investment adviser to the Fund. Registrant, on a non-discretionary basis, may recommend that qualified clients consider allocating a portion of their investment assets to the Fund. Registrant’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Registrant’s affiliate, JWM Partners I, LLC is the Fund’s Investment Manager. JWM Partners I, LLC also serves as the Fund’s general partner. Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund, and acknowledges and accepts the various risk factors that are associated with such an investment. Valuation. In the event that Registrant references private investment funds owned by the client on any supplemental account reports prepared by Registrant, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor. If no subsequent valuation post-purchase is provided by the Fund Sponsor, then the valuation shall reflect the initial purchase price (and/or a value as of a previous date), or the current value(s) (either the initial purchase price and/or the most recent valuation provided by the fund sponsor). If the valuation reflects initial purchase price (and/or a value as of a previous date), the current value(s) (to the extent ascertainable) could be significantly more or less than original purchase price. The client’s advisory fee shall be based upon reflected fund value(s). Other Business Activities. Joseph J. Janiczek, CEO of Janiczek Wealth Management, is engaged in a business other than giving investment advice. He is an award-winning author and may create audio recordings, books, systems and tools that may be sold through various distribution channels. Mr. Janiczek is the creator of Strength Based Wealth Management®, inventor of the Systems and Methods for Optimizing Wealth patent (which he owns under a separate entity named Wealth with Ease, LLC) and may license and train other advisors, organizations or consumers in utilizing this system through other entities including Wealth with Ease, LLC. Joseph J. Janiczek also founded and owns Flourish Worldwide, LLC and is engaged in creating technology and educational programs on flourishing across multiple life domains in an integrated way via this entity. Flourish Worldwide, LLC is not engaged in personal financial, investor or retirement services and any claims, objectives or aims of the educational products it offers are in no way related to the services of the Registrant. Wealth with Ease, LLC is an affiliated Delaware LLC foreign qualified to do business in Colorado; however, the entity does not provide any investment advisory or management services whatsoever. The entity was created to develop, own, and license proprietary tools, trademarks, patents, processes, and systems created by Joseph J. Janiczek to the Registrant and possibly other investment adviser firms, financial institutions, or customers. Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. In circumstances where the technique known as “dollar-cost-averaging” (DCA) is utilized to phase into a portfolio allocation, a Client’s portfolio may hold cash targeted for later allocation to securities. It is Registrant’s policy to charge its fee for such cash targeted for allocation within three (3) months. For cash held in reserve for DCA beyond three (3) months, Registrant may open with Client a separate “non-managed” cash account not subject to the fee of the Registrant as a temporary holding place for such cash. When this technique is utilized, Client will permit/authorize and Registrant will execute a journal once every three (3) months, equivalent to the next three (3) months planned DCA amount, into the managed account of Client and thereby becoming billable. In circumstances where the DCA is accelerated or delayed by Registrant or Client, the exact timing may differ than above. In such cases, the account where the cash resides (billable or not) determines whether the cash position designated for DCA is included in assets under management. In IRA accounts, all DCA assets are held in billable IRA accounts regardless of duration of DCA. Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. Cybersecurity Risk. The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and result in the unauthorized acquisition or use of clients’ confidential or non- public personal information. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Registrant has established its systems to reduce the risk of cybersecurity incidents from coming to fruition, there is no guarantee that these efforts will always be successful, especially considering that Registrant does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Disclosure Statement. A copy of our written disclosure statement and client relationship summary, as set forth on Part 2 of Form ADV and Form CRS respectively, are provided to each client prior to, or contemporaneously with, the execution of the Client Services Agreement. C. The Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. The Registrant does not participate in a wrap fee program. E. As of March 1, 2023, the Registrant had approximately $972,515,427 in assets under management on a discretionary basis.