A. Capital Advisors is a limited liability company formed on May 14, 1999 in the State of Ohio. Capital Advisors became registered as an Investment Adviser Firm in June 2010. Capital Advisors is principally owned by Mark Ciulla and Neil R. Waxman. Capital Advisors’ Managing Directors are Patrick Hanratty, Mark Ciulla and Neil R. Waxman. Mr. Ciulla and Mr. Waxman are Capital Advisors’ Managing Members. B. As discussed below, Capital Advisors offers investment advisory services to its clients, and, to the extent specifically requested by a client, financial planning and related consulting services. INVESTMENT ADVISORY SERVICES The client can engage Capital Advisors to provide discretionary or non-discretionary investment advisory services on a fee basis as discussed at Item 5 below. Prior to engaging Capital Advisors to provide planning or consulting services, clients are required to enter into an Investment Advisory Agreement with Capital Advisors setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. To the extent specifically requested and engaged by an individual client, Capital Advisors will generally provide financial planning and consulting services. In the event that the client requires extraordinary planning or consulting services (to be determined in the sole discretion of Capital Advisors), Capital Advisors may determine to charge a client for these additional services under a stand-alone written agreement. For more information, see the sections on Limitations of Financial Planning and Non-Investment Consulting/Implementation Services below). To begin the investment advisory process, an investment adviser representative will first determine each client’s investment objectives and then invest or recommend that the client invest their assets consistent with their investment objectives. Once invested, Capital Advisors provides ongoing monitoring and review of account performance and asset allocation as compared to each client’s investment objectives and may rebalance or may recommend that clients rebalance their accounts as necessary based on these reviews. FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) Capital Advisors may also provide financial planning and/or consulting services on investment and non-investment related matters, including estate and insurance planning on a stand-alone basis per the terms and conditions of a separate written agreement and fee, the fee for which shall generally be based upon the individual providing the service and the scope of the services to be provided. Prior to engaging Capital Advisors to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with Capital Advisors setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Registrant commencing services. If requested by the client, Capital Advisors may recommend the services of other professionals for implementation purposes, including Capital Advisors’ representatives in their individual capacities as registered representatives of a broker-dealer or licensed insurance agents. See the disclosure below and at Items 5.E. and 10.C. describing the conflicts of interest associated with these activities. Clients are ultimately responsible for determining whether to hire any third parties (e.g., attorneys, accountants, insurance agents), even if they hire a third party at the Registrant’s recommendation. These third parties are responsible for all services rendered. In the event of a dispute over a third party service provider’s services, clients agree to seek recourse exclusively from the third party. Clients are responsible for promptly notifying Capital Advisors if there is ever any change in their financial situation or investment objectives so that Capital Advisors can review, and if necessary, revise its previous recommendations or services. ERISA PLAN and INDIVIDUAL CLIENT RETIREMENT PLAN ENGAGEMENTS:
• Trustee Directed Plans. Capital Advisors may be engaged to provide investment advisory services to ERISA retirement plans, where Capital Advisors shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, Capital Advisors will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). Capital Advisors will generally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and Capital Advisors.
• Client Retirement Plan Assets. If requested to do so, Capital Advisors shall provide investment advisory services relative to the client’s 401(k) plan assets. In such event, Capital Advisors shall recommend that the client allocate the retirement account assets among the investment options available on the 401(k) platform. Capital Advisors shall be limited to the allocation of the assets among the investment alternatives available through the plan. Registrant will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify Registrant of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by the Registrant to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of Registrant calculating its advisory fee. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent engaged by a client to do so, in writing, Capital Advisors will generally provide financial planning and related consulting services regarding non- investment related matters, such as estate, tax, and insurance planning. Capital Advisors will generally provide consulting services inclusive of its advisory fee set forth at Item 5 below, but may, depending upon the amount of assets under management and/or scope of the services to be provided, determine to charge a fee per the terms and conditions of a separate written agreement. Neither Capital Advisors, nor any of its representatives, serves as an attorney, and no portion of Capital Advisors’ services should be construed as legal advice. Neither Capital Advisors, nor any of its representatives assist clients with implementing aspects of a financial plan, unless they have agreed to do so in writing. To the extent requested by a client, Capital Advisors may recommend the services of certain professionals to assist with implementing Capital Advisors’ financial planning advice, including representatives of Capital Advisors in their separate capacities as registered representatives of Lincoln Investment and as licensed insurance agents (as discussed below at Items 5.E. and 10.C.). Clients are ultimately responsible for determining whether to hire any third parties (e.g., attorneys, accountants, insurance agents), even if they hire a third party at the Registrant’s recommendation. These third parties are responsible for all services rendered. In the event of a dispute over a third party service provider’s services, clients agree to seek recourse exclusively from the third party. The recommendation by a Capital Advisors representative that a client purchase a securities or insurance commission product presents a conflict of interest, as the receipt of commissions provides an incentive to recommend investment products based on commissions to be received, rather than on a particular client’s need. No client is under any obligation to purchase any securities or insurance commission products from any Firm representative. Clients are reminded that they may purchase securities and insurance products that may be recommended by Firm representatives through other, non-affiliated broker-dealers and/or insurance agents. At all times, the engaged licensed professional[s] (i.e. attorney, accountant, insurance agent, etc.), and not Capital Advisors, shall be responsible for the quality and competency of the services provided. In addition, Capital Advisors does not monitor a client’s financial plan, however, Capital Advisors believes it is important for the client to address financial planning issues on an ongoing basis. it is the client’s responsibility to revisit the financial plan with Capital Advisors, if desired. Capital Advisors’ Chief Compliance Officer, Mark Ciulla, remains available to address any questions that a client or prospective client may have regarding the above conflicts of interest. Financial Planning Consultations. Regardless of whether or not a client has specifically engaged Capital Advisors to provide financial planning services, all clients are encouraged to contact Capital Advisors if they have any questions regarding financial planning or related consulting issues. Services as Investment Adviser Representatives of Lincoln Investment. Representatives of Capital Advisors are also investment adviser representatives of Lincoln Investment, an unaffiliated SEC registered investment adviser. These representatives can also provide services to clients in their separate individual capacities as investment adviser representatives of Lincoln Investment. In this event, the client will execute an engagement agreement with Lincoln Investment and receive Lincoln Investment’s written disclosure Brochure as set forth on Parts 2A and 2B of Form ADV and Form CRS (Client Relationship Summary). Firm representatives generally provide services on behalf of Lincoln Investment for 401k plan engagements, and to allocate client assets to unaffiliated independent investment managers. 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. Capital Advisors’ Chief Compliance Officer, Mark Ciulla, remains available to address any questions that a client or prospective client may have regarding cash positions. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using:
• Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and,
• Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges investment assets held at the account custodian as collateral. These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Registrant does not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). Registrant does not recommend such borrowing for investment purposes (i.e., to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Registrant:
• by taking the loan rather than liquidating assets in the client’s account, Registrant continues to earn a fee on such Account assets; and,
• if the client invests any portion of the loan proceeds in an account to be managed by Registrant, Registrant will receive an advisory fee on the invested amount; and,
• if Registrant’s advisory fee is based upon the higher margined account value, Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loan. Capital Advisors does not recommend the use of margin for investment purposes (i.e., to invest borrowed funds in the market). Capital Advisors will only utilize margin at the request of the client. Retirement Rollovers. 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 Capital Advisors recommends that a client roll over their retirement plan assets into an account to be managed by Capital Advisors, such a recommendation creates a conflict of interest if Capital Advisors 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, whether it is from an employer’s plan or an existing IRA. Capital Advisors’ Chief Compliance Officer, Mark Ciulla, remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Use of Mutual Funds and ETFs. Capital Advisors utilizes mutual funds and exchange traded funds for its client portfolios. In addition to Capital Advisors’ investment advisory fee described below, and transaction and/or custodial fees discussed below, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). Custodian Charges-Additional Fees. As discussed below at Items 5 and 12 below, when requested to recommend a broker-dealer/custodian for client accounts, Capital Advisors generally recommends that Pershing, LLC (“Pershing”) or Charles Schwab & Co., Inc. (“Schwab”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Pershing, and Schwab charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian (while certain custodians do not currently charge fees on individual equity transactions [including ETFs], others do). Currently, neither Pershing nor Schwab charge transaction fees for individual equity transactions [including ETFs]. However, there are transaction fee differences between Pershing and Schwab (i.e., Pershing charges a $9.95 transaction fee for treasury securities while Schwab does not, and Schwab charges a transaction fee (between $15-$24 for certain mutual fund transaction while Pershing does not). Please Note: Capital Advisors purchases ETFs and mutual funds for its client accounts. While Capital Advisors is not a frequent trader, the incurrence of a transaction fee will impact investment performance. Please Also Note: There can be no assurance that Pershing or Schwab will not change their transaction fee pricing in the future. These fees/charges are in addition to Capital Advisors’ investment advisory fee at Item 5 below. Capital Advisors does not receive any portion of these fees/charges. ANY QUESTIONS: Capital Advisors’ Chief Compliance Officer, Mark Ciulla, remains available to address any questions that a client or prospective client may have regarding the transaction fee differentials at Pershing and Schwab, including whether the client desires to transition from either custodian to the other. Portfolio Activity. Capital Advisors has a fiduciary duty to provide services consistent with the client’s best interest. Capital Advisors reviews accounts periodically and as necessary to determine if any changes are necessary based upon various factors, which may include, but are not limited to: investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, Capital Advisors may determine that changes to a client’s portfolio are unnecessary. Clients are still subject to the fees described in Item 5 below, even during periods of account inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by the Registrant will be profitable or equal any specific performance level(s). Other Assets. A client may:
• hold securities that were purchased at the request of the client or acquired prior to the client’s engagement of Capital Advisors. Generally, with potential exceptions, Capital Advisors does not/would not recommend nor follow such securities, and absent mitigating tax consequences or client direction to the contrary, would prefer to liquidate such securities. Please Note: If/when liquidated, it should not be assumed that the replacement securities purchased by Capital Advisors will outperform the liquidated positions. To the contrary, different types of investments involve varying degrees of risk, and there can be no assurance that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Capital Advisors) will be profitable or equal any specific performance level(s)In addition, there may be other securities and/or accounts owned by the client for which Capital Advisors does not maintain custodian access and/or trading authority; and,
• hold other securities and/or own accounts for which Capital Advisors does not maintain custodian access and/or trading authority. Corresponding Services/Fees: When agreed to by Capital Advisors, Capital Advisors shall: (1) remain available to discuss these securities/accounts on an ongoing basis at the request of the client; (2) monitor these securities/accounts on a regular basis, including, where applicable, rebalancing with client consent;(3) shall generally consider these securities as part of the client’s overall asset allocation; and, (4) report on such securities/accounts as part of regular reports that may be provided by Capital Advisors; and, (5) include the market value of all such securities for purposes of calculating advisory fee. ESG: We don’t have or recommend a strategy: Please Note: Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not, and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Capital Advisors), there can be no assurance that investment in ESG securities or funds will be profitable, or prove successful. Capital Advisors does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. If implemented, Capital Advisors shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. WE DON’T RECOMMEND Cryptocurrency: For clients who want exposure to cryptocurrencies, including Bitcoin, Capital Advisors, will advise the client to consider a potential investment in corresponding exchange traded securities, or an allocation to separate account managers and/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, Capital Advisors 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. Please Note: Capital Advisors does not recommend or advocate the purchase of, or investment in, cryptocurrencies. Capital Advisors considers such an investment to be speculative. Please Also Note: 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. Non-Discretionary Service Limitations. Clients that determine to engage Capital Advisors on a non-discretionary investment advisory basis must be willing to accept that Capital Advisors cannot effect any account transactions without obtaining the client’s consent. Thus, in the event that Registrant would like to make a transaction for a client’s account, and client is unavailable, Registrant will be unable to effect the account transaction (as it would for its discretionary clients) without first obtaining the client’s consent. Client Obligations. In performing its services, Capital Advisors will 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 Capital Advisors if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Capital Advisors’ previous recommendations and/or services. ByAllAccounts. In conjunction with the services provided by ByAllAccounts, Inc., Capital Advisors may also provide periodic comprehensive reporting services, which can incorporate all of the client’s investment assets including those investment assets that are not part of the assets managed by Capital Advisors (the “Excluded Assets”). Capital Advisors’ service relative to the Excluded Assets is limited to reporting services only, which does not include investment implementation. Because Capital Advisors does not have trading authority for the Excluded Assets, to the extent applicable to the nature of the Excluded Assets (assets over which the client maintains trading authority vs. trading authority designated to another investment professional), the client (and/or the other investment professional), and not Capital Advisors, are exclusively responsible for directly implementing any recommendations relative to the Excluded Assets. Unless also agreed to otherwise, in writing, Registrant does not provide investment management, monitoring or implementation services for the Excluded Assets. The client can engage Registrant to provide investment management services for the Excluded Assets pursuant to the terms and conditions of the Investment Advisory Agreement between Registrant and the client. Cybersecurity Risk. The information technology systems and networks that Capital Advisors and its third-party service providers use to provide services to Capital Advisors’ clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Capital Advisors’ operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Capital Advisors 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 Capital Advisors 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 Capital Advisors 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 Brochure. A copy of the Capital Advisors’ written Privacy Notice, written Disclosure Brochure as set forth in this Part 2A and 2B of Form ADV and Form CRS (Client Relationship Summary) shall be provided to each client prior to, or contemporaneously with, the execution of an agreement with Capital Advisors. C. Capital Advisors provides 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, Capital Advisors will invest or recommend that the client invest their assets consistent with their investment objectives. The client may impose reasonable restrictions, in writing, on Capital Advisors’ services. D. Capital Advisors does not participate in a wrap fee program. E. As of December 31, 2023, Capital Advisors had $1,128,882,556 in assets under management on a discretionary basis and $595,413 in assets under management on a non- discretionary basis.