BROWN, LISLE/CUMMINGS, INC.

Item 1. Cover Page Part 2A of Form ADV: Firm Brochure BROWN, LISLE/CUMMINGS, INC. One Turks Head Place, Suite 800 Providence, RI 02903 Telephone: (401) 421-8900 Email: info@brownlc.com Web Address: https://www.brownlislecummings.com Submitted Date: March 3, 2025 This brochure provides information about the qualifications and business practices of Brown, Lisle/Cummings, Inc. (“BLC”). If you have any questions about the contents of this brochure, please contact us at (401) 421-8900 or dizzi@brownlc.com or mplante@brownlc.com . The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Registration as an investment adviser does not imply a certain level of skill or training. Additional information about BLC is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 1331.  Item 2. Material Changes We have no material changes to report since the last version of this Firm Brochure that was dated February 13, 2024. Certain non-material updates have been made at Items 4 and 12 regarding our advisory services, including indication of BLC as the introducing broker-dealer for advisory accounts. Item 3. Table of Contents Item 1. Cover Page .............................................................................................................. 1 Item 2. Material Changes ................................................................................................... 2 Item 3. Table of Contents ................................................................................................... 2 Item 4. Advisory Business ................................................................................................. 3 Item 5. Fees and Compensation ...................................................................................... 13 Item 6. Performance-Based Fees and Side-By-Side Management ............................. 18 Item 7. Types of Clients ...................................................................................................... 18 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ..................... 19 Item 9. Disciplinary Information .................................................................................... 26 Item 10. Other Financial Industry Activities and Affiliations ...................................... 26 Item 11. Code of Ethics, Participation in Client Transactions and Personal Trading ... 26 Item 12. Brokerage Practices ............................................................................................. 28 Item 13. Review of Accounts ............................................................................................. 31 Item 14. Client Referrals and Other Compensation ...................................................... 32 Item 15. Custody .................................................................................................................... 32 Item 16. Investment Discretion ......................................................................................... 33 Item 17. Voting Client Securities ...................................................................................... 33 Item 18. Financial Information ......................................................................................... 34 2  Item 4. Advisory Business BLC is an investment adviser registered with the SEC. BLC is also a FINRA-member broker-dealer registered with the SEC and over thirty states. BLC’s principal place of business is located in Providence, Rhode Island. BLC was founded in 1912 and has been registered as an investment adviser since 2006 and with the SEC as a broker-dealer since 1966. Listed below are the firm's shareholders: - David A. Izzi, President, Secretary, Treasurer, and Chief Compliance Officer - John A. Marginson, Vice President - Louis G. Murphy, Jr., Vice President - Scott S. Lisle, Vice President - Joseph H. McGinn, Jr., Vice President - Clifford B. Tracy, Jr., Vice President - None of these individuals own 25% or more of BLC. As of December 31, 2024, we were managing $408,159,483 of advisory client assets on a discretionary basis and $6,516,182 of advisory client assets on non- discretionary basis. BLC offers the following advisory services to our clients: Individual Portfolio Management, Financial Planning, and Financial Consulting. Please see the disclosure below in this Item for additional information regarding these services. INDIVIDUAL PORTFOLIO MANAGEMENT Our firm offers discretionary and non-discretionary portfolio management services on a fee basis to its advisory clients. We will provide continuous advice to a client regarding the investment of client funds based on the client’s individual needs. Through personal discussions in which a client’s goals and objectives are established, we develop a client's personal investment strategy and create and manage a portfolio based on that strategy. During this data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. We may also review and discuss a client’s prior investment history, as well as family composition and background. 3  We manage these advisory accounts on a discretionary and non-discretionary basis. Account supervision is guided by the client's stated objectives (e.g., growth, income, and a balance between growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Before engaging us to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with us 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. Once engaged, we provide ongoing and continuous management to advisory accounts. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: individual stocks, bonds, options, mutual funds, and exchange-traded funds (“ETFs”). Because some types of investments, such as options, involve certain additional degrees of risk, they will only be implemented when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. Our portfolio management services are provided exclusively on a wrap fee basis. Under our wrap fee program, the client receives our portfolio management services, the execution of securities brokerage transactions, custody, investment platform fees, and reporting services for a single specified fee. Participation in a wrap program may cost the client more or less than purchasing such services separately . When managing a client’s account on a wrap fee basis, we receive as payment for our services, the balance of the wrap fee after all other costs incorporated into the wrap fee program have been deducted. The terms and conditions of a wrap program engagement are more fully discussed in our separate Wrap Fee Program Brochure. Conflict of Interest: Because we pay wrap program transaction fees and/or commissions to the account custodian/broker- dealer, we have an economic incentive to minimize the number of trades in client accounts. Clients who wish to engage us for portfolio management services must be willing to accept that these services are only provided on a wrap fee basis. We do not provide portfolio management on a non-wrap fee basis. For clients who do not desire a wrap fee arrangement, or for those who do not believe the amount of trading in their account(s) justifies such a wrap fee, we can be separately engaged in our capacity as a broker-dealer. If requested, we can assist the client in determining the appropriate type of engagement by reviewing the actual and 4  expected amount of account trading activity, at the outset of the client engagement and/or at any point thereafter. As a result of these reviews, we can recommend the form of engagement that we believe is in the client’s best interest, but the ultimate decision will always be left to the client. FINANCIAL PLANNING We also provide financial planning services, either on a standalone basis, or in combination with one or more of our other services. Financial planning is an in- depth evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information and analysis are considered as they impact and are impacted by the entire financial and life situation of the client. Clients purchasing this service receive a written report that provides the client with a detailed financial plan designed to help achieve his or her financial goals and objectives. In general, the financial plan can address any or all of the following areas: - PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals. - TAX & CASH FLOW: We analyze the client’s income tax and spending and planning for past, current and future years; we then illustrate the impact of various investments on the client's current income tax and future tax liability. - INVESTMENTS: We analyze investment options and their effect on the client's portfolio. - INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, and long-term care. - RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals. - DEATH & DISABILITY: We review the client’s cash needs at death, income needs of surviving dependents, and disability income. - ESTATE: We assist the client in assessing and developing long-term estate planning strategies, including the appropriateness of living trusts, 5  wills, powers of attorney, beneficiary designations, gifts, and asset protection plans. information through in-depth personal interviews. We gather required Information gathered includes a client's current financial status, tax status, future goals, return objectives and attitudes towards risk. We carefully review documents supplied by the client and prepare a written report. Should the client choose to implement the recommendations contained in the plan, we suggest the client work closely with his/her attorney, accountant, insurance agent, and/or stockbroker. Implementation of financial plan recommendations is entirely at the client's discretion. Typically, the financial plan is presented to the client within six months of the contract date, provided that all information needed to prepare the financial plan has been promptly provided. For standalone financial planning engagements, the planning engagement ends at the time the plan is presented to the client, and we typically do not provide ongoing monitoring of, or updates to, the financial plan. Clients who have received a financial plan, and who subsequently wish to have such plan reviewed and, if appropriate, revised, can engage us to do so under a separate agreement. When we provide financial planning services in combination with our ongoing portfolio management service, we will not provide ongoing monitoring of our planning recommendations, but we will remain available during the term of the ongoing engagement to review and, if appropriate, revise previously-provided financial planning recommendations at the request of the client. Financial Planning recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company. FINANCIAL CONSULTING Clients can also receive investment advice on a more focused basis. This may include advice on only an isolated area(s) of concern such as estate planning, retirement planning, or any other specific topic. We also provide specific consultation and administrative services regarding investment and financial concerns of the client, such as the review of a client’s existing investment portfolio or the review of client assets managed by other investment professionals. Financial Consulting recommendations are not limited to any specific product or 6  service offered by a broker-dealer or insurance company. The client is exclusively responsible for determining whether and how to implement our financial consulting recommendations. We do not provide ongoing monitoring of our financial consulting recommendations. However, subsequent to delivery of our financial consulting recommendations, the client may engage us to review and, if appropriate, revise such recommendations pursuant to a separate agreement. of Financial Planning and Non-Investment Limitations Consulting/Implementation Services. To the extent requested by the client, we will generally provide financial planning and related consulting services regarding matters such as tax and estate planning, insurance, etc. BLC will generally provide such consulting services inclusive of our 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 we may charge a separate or additional fee). Please Note. We believe that it is important for the client to address financial planning issues on an ongoing basis. Our 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 us. Please Also Note: We do not serve as an attorney or accountant, and no portion of our services should be construed as same. Accordingly, We do not prepare legal documents, prepare tax returns, or sell/offer 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.) including our representatives in their separate individual capacities as registered representatives of Brown, Lisle/Cummings, Inc. an SEC registered and FINRA member broker-dealer, and as licensed insurance agents. 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 us. 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 BLC shall be responsible for the quality and competency of the services provided. Please Note: 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, 7  (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 BLC recommends that a client roll over their retirement plan assets into an account to be managed by BLC, such a recommendation creates a conflict of interest if BLC will earn new (or increase its current) compensation as a result of the rollover. If BLC provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), BLC 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 BLC whether it is from an employer’s plan or an existing IRA. BLC’s Chief Compliance Officer, David Izzi, 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. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, BLC generally recommends that BLC, in its capacity as an introducing broker-dealer, and National Financial Services, LLC ( “NFS”) serve as the broker-dealer and custodian, respectively, for client investment management assets. Broker-dealers such as NFS 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, dealer spreads, 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, including NFS, do not currently charge fees on individual equity or ETF transactions, others do). Please Note: there can be no assurance that NFS will not change its transaction fee pricing in the future. Please Also Note: NFS may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. When beneficial to the client, individual fixed-income and/or equity transactions may be effected through broker-dealers with whom BLC and/or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker-dealers (in which event, the client generally will incur both the transaction fee charged by the executing broker-dealer and a “trade-away” fee charged by NFS). These fees/charges are in addition to BLC’s investment advisory fee at Item 5 below. BLC does not charge any commissions or transaction fees as an introducing broker- dealer.. ANY QUESTIONS: BLC’s Chief Compliance Officer, David Izzi, 8  remains available to address any questions that a client or prospective client may have regarding the above. Exception: If BLC executes transactions in conjunction with a wrap program, custodial transaction fees shall generally be included in the wrap advisory fee paid to the wrap program sponsor. Structured Notes. BLC may purchase structured notes for client accounts. A structured note is a financial instrument that combines two elements, a debt security and exposure to an underlying asset or assets. It is essentially a note, carrying counter party risk of the issuer. However, the return on the note is linked to the return of an underlying asset or assets (such as the S&P 500 Index or commodities). It is this latter feature that makes structured products unique, as the payout can be used to provide some degree of principal protection, leveraged returns (but usually with some cap on the maximum return), and be tailored to a specific market or economic view. In addition, investors may receive long-term capital gains tax treatment if certain underlying conditions are met and the note is held for more than one year. Finally, structured notes may also have liquidity constraints, such that the sale thereof before maturity may be limited. In the event that the client seeks to prohibit or limit the purchase of structured notes for the client’s account, the client can do so, in writing, addressed to BLC’ Chief Compliance Officer. There can be no assurance that the Structured Notes investment will be profitable, equal any historical performance level(s), or prove successful. Please Note: If the issuer of the Structured Note defaults, the entire value of the investment could be lost. In the event that a client has any questions regarding structured notes or would like to place restrictions on the purchase of Structured Notes for their accounts, BLC’ Chief Compliance Officer remains available to address them. See Risks Associated with Structured Notes at Item 8 below. Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, BLC shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless BLC reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect 9  to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Note: The above does not apply to the cash component maintained within a BLC actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any BLC unmanaged accounts ANY QUESTIONS: BLC’s Chief Compliance Officer, David Izzi, remains available to address any questions that a client or prospective client may have regarding the above. information by Cybersecurity Risk. The information technology systems and networks that BLC and its third-party service providers use to provide services to BLC’s clients employ various controls that are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in BLC’s operations and/or result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. In accordance with Regulation S-P, BLC is committed to protecting the privacy and security of its clients' non-public personal implementing appropriate administrative, technical, and physical safeguards. BLC has established processes to mitigate the risks of cybersecurity incidents, including the requirement to restrict access to such sensitive data and to monitor its systems for potential breaches. Clients and BLC are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur financial losses and/or other adverse consequences. Although BLC has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that BLC does not control the cybersecurity measures and policies employed by third-party service providers, issuers of securities, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchanges, and other financial market operators and providers. In compliance with Regulation S-P, BLC will notify clients in the event of a data breach involving their non-public personal information as required by applicable state and federal laws. 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 10  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. BLC generally does not recommend the use of margin for investment purposes. A margin account is a brokerage account that allows investors to borrow money to buy securities and/or for other non-investment borrowing purposes. The broker/custodian charges the investor interest for the right to borrow money and uses the securities as collateral. By using borrowed funds, the customer is employing leverage that will magnify both account gains and losses. Should a client determine to use margin, BLC will include the entire market value of the margined assets when computing its advisory fee. Accordingly, BLC’s fee shall be based upon a higher margined account value, resulting in BLC earning a correspondingly higher advisory fee. As a result, the potential of conflict of interest arises since BLC may have an economic disincentive to recommend that the client terminate the use of margin. BLC may also share in a portion of the margin interest earned on the margined account value through its broker-dealer. Please Note: The use of margin can cause significant adverse financial consequences in the event of a market correction. Fee Dispersion. BLC, in its discretion, may charge a lesser investment advisory fee, charge a flat fee, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. Portfolio Activity. BLC has a fiduciary duty to provide services consistent with the client’s best interest. BLC 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, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when BLC determines that changes to a client’s portfolio are neither necessary, nor prudent. Clients remain subject to the fees described in Item 5 below during periods of account inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by BLC will be profitable or equal any specific performance level(s). 11  Please Note: Non-Discretionary Service Limitations. Clients that determine to engage BLC on a non-discretionary investment advisory basis must be willing to accept that BLC cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event that BLC would like to make a transaction for a client’s account, and client is unavailable, BLC will be unable to effect the account transaction (as it would for its discretionary clients) without first obtaining the client’s consent. in Please Note: Cash Positions. BLC continues to treat cash as an asset class. As such, unless determined to the contrary by BLC all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating BLC’s advisory fee. At any specific time, depending upon perceived or anticipated market point conditions/events (there being no guarantee that such anticipated market conditions/events will occur), BLC 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, BLC’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: BLC’s Chief Compliance Office remains available to address any questions that a client or prospective may have regarding the above fee billing practice Please Note-Use of Mutual Funds and Exchange Traded Funds: BLC utilizes mutual funds and exchange traded funds for its client portfolios. In addition to BLC’s 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). The mutual funds and exchange traded funds utilized by BLC are generally available directly to the public. Thus, a client can generally obtain the funds recommended and/or utilized by BLC independent of engaging BLC as an investment advisor. However, if a prospective client does so, then he/she/they will not receive BLC's initial and ongoing investment advisory services. Trustee Directed Plans. BLC may be engaged to provide discretionary investment advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, BLC will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). BLC will generally provide services on an 12  “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. Please Note: Account Aggregation Platform(s). We may provide clients with access to certain online account aggregation platform(s). The platform(s) allows a client to view their complete asset allocation, including those assets that we do not manage (the “Excluded Assets”). We do not provide investment management, monitoring, or implementation services for the Excluded Assets. Therefore, we 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 shall be exclusively responsible for such investment performance. The client may choose to engage us to manage some or all of the Excluded Assets pursuant to the terms and conditions of an Investment Advisory Agreement. The platform(s) may also provide access to other types of information, including financial planning concepts, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by our firm or representatives. Finally, we 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 platform(s) without our assistance or oversight. BLC 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, BLC 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 BLC’s services. Client Obligations. In performing its services, BLC 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 BLC if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising BLC’s previous recommendations and/or services. Disclosure Statement. A copy of BLC’s written Disclosure Brochure and Client Relationship Summary, as set forth on Part 2 of Form ADV, our wrap fee disclosure brochure and Form CRS, respectively, shall be provided to each client prior to the execution of any advisory agreement Item 5. Fees and Compensation 13  FEES FOR INDIVIDUAL PORTFOLIO MANAGEMENT The annual fee charged for our Individual Portfolio Management services is based on the amount of assets under management as follows: Assets Under Management The first $1,000,000 The next $1,000,000 Over $2,000,000 Annual Fee (%) 1.50% 1.25% 1.00% For example, if a client’s account is valued at $3,000,000, the annual fee would be calculated as follows: ($1,000,000 x 1.50%) + ($1,000,000 x 1.25%) + ($1,000,000 x 1.00%). Our fees are assessed quarterly, in advance, at the beginning of each quarter. Therefore, clients are charged ¼ of their annual advisory fee every three months. The fee is based upon the market value of the client's account at the end of the previous three month period. Fees and/or credits, as applicable, are applied on a prorated basis for account deposits and withdrawals during the following fee period. Clients will be invoiced or have their fees debited from the account in accordance with client authorization. FEES FOR FINANCIAL PLANNING AND FINANCIAL CONSULTING BLC’s Financial Planning and Financial Consulting fees will be determined based on the nature of the services being provided, the complexity of each client’s circumstances, the reports to be provided, and negotiations with the client. All fees are agreed upon prior to entering into a contract with any client. Our Financial Planning and Financial Consulting fees are calculated and charged on a fixed fee basis. Our fixed fees typically range from $500 to $1,000 and are based upon various objective and subjective factors, including the level and scope of the financial planning and consulting services to be provided, the representative rendering the financial planning and consulting services, and the anticipated complexity of the engagement. As a result, BLC’s clients could pay diverse fees, and the financial planning and consulting services to be provided by BLC could be available from other advisers at lower fees. The ultimate fee shall be agreed upon by BLC and the client prior to commencement of services and will be set forth in the Financial Planning and Consulting Agreement between BLC and the client. We may 14  request a retainer upon completion of our initial fact-finding session with the client; however, advance payment will never exceed $1,200 for work that will not be completed within six months. The balance is due upon completion of the service. BLC reserves the discretion to reduce or waive a client’s Financial Planning or Financial Consulting fee if the client chooses to engage us for our portfolio management services. There is no minimum fee for Financial Planning and Financial Consulting clients. GENERAL INFORMATION Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Negotiability of Fees: In certain circumstances, our fees may be negotiable based on a variety of subjective and objective factors, including but not limited to: the amount of assets to be managed; account composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional assets; negotiations with the client; and other factors. In addition, certain legacy clients may be subject to fee arrangements no longer offered to new clients and not described in this Disclosure Brochure. All clients are advised to consult their services agreement with BLC for details on their specific fee arrangement. As a result of these factors, similarly-situated clients could pay different fees, and the services to be provided by BLC to any particular client could be available from other advisers at lower fees. Grandfathering of Minimum Account Requirements: Pre-existing advisory clients are subject to BLC’s minimum account requirements and advisory fees in effect at the time the client entered into the advisory relationship. Therefore, our firm's fees and minimum account requirements will differ among clients. Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either party, for any reason upon receipt of written notice. As disclosed above, certain fees may be paid in advance of services provided. Upon termination of any account, any prepaid, unearned fees will be promptly refunded and any unpaid fees will be due and payable. In calculating a client’s reimbursement of fees for Individual Portfolio Management accounts, we will pro rate the reimbursement according to the number of days remaining in the billing period. 15  Fund Fees: All fees paid to BLC for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee (known as a 12b-1 fee). Although BLC collects 12b-1 fees in connection with investments made advisory accounts, BLC does receive any compensation on such fees where they are credited back to the managed account client. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Additional Fees and Expenses: In addition to BLC's advisory fees, IRA clients are also responsible for custodial maintenance fees that are assessed by the clearing broker. Under wrap fee engagements, BLC shall pay all other expenses, such as brokerage commissions, custody fees, and platform fees. Please refer to Item 12 of this Brochure for additional information about our brokerage practices. ERISA Accounts: BLC is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act (“ERISA”). As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include, among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, we only charge advisory fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $1,200 more than six months in advance of services rendered. Compensation for the Sale of Securities or other Investment Products: As disclosed above in Item 4, BLC is also a FINRA-member broker-dealer. Thus, the management persons and other employees of BLC may also be separately licensed 16  insurance and as registered representatives of BLC. Further, these management persons and employees of BLC may also be insurance agents for one or more independent insurance companies. As such, BLC and these individuals will be able to effect insurance related securities transactions and/or purchase investment products for advisory clients, for which they will receive commission compensation. This commission compensation is separate and in addition to the advisory fees paid by clients to BLC. Recommendations to purchase commission- based securities or insurance products from our representatives, in their separate capacities as broker-dealer registered representatives and/or licensed insurance agents, presents a conflict of interest, in that those representatives are incentivized to recommend the product that will result in the highest commission, rather than basing such recommendation on a particular client’s need. Further, these individuals may receive 12b-1 distribution/service fees from investment companies in connection with the placement of client funds into investment companies. Common examples of investment companies include mutual funds. Mutual fund share classes which pay 12b-1 compensation generally have higher internal expense ratios when compared to share classes which do not pay 12b-1 compensation, which adversely impacts performance. Recommendations to purchase commission-based securities which pay 12b-1 compensation presents a further conflict of interest, in that those representatives are incentivized to invest and/or recommend the client invest in a mutual fund share class which will generate 12b-1 fee payments. Clients, however, are not under any obligation to engage these individuals when considering implementation of securities recommendations. The implementation of any or all recommendations is solely at the discretion of the client and may be purchased through other brokers or agents unaffiliated with BLC. As noted above, clients should be aware that the receipt of additional compensation by BLC and its management persons or employees creates a conflict of interest and gives these individuals an incentive to recommend investment products based on the compensation received, rather than on a client’s needs. BLC endeavors at all times to put the interest of its clients first as part of its fiduciary duty as a registered investment adviser and takes the following steps to address this conflict: - BLC has adopted a policy prohibiting BLC, its management persons and employees from earning commissions for transactions placed in its portfolio management client accounts; - BLC will waive all front-load charges for front-load mutual funds which 17  it recommends and implements for advisory clients; - To avoid engaging in prohibited transactions with ERISA clients, we only charge advisory fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees. - 12b-1 fees on advisory accounts are reversed; - BLC discloses to clients the existence of all material conflicts of interest, including the potential for BLC and its employees to earn compensation from advisory clients in addition to BLC’s advisory fees; - BLC discloses to clients that they are not obligated to purchase recommended investment products from BLC or BLC’s employees; - BLC does not limit its advisory recommendations to products offered by BLC; - BLC collects, maintains and documents accurate, complete and relevant client background information, including the client’s financial goals, objectives and risk tolerance; - BLC’s management conducts regular reviews of each client account to verify that all recommendations made to a client are suitable to the client’s needs and circumstances; - BLC requires that its employees seek prior approval of any outside employment activity so that BLC may ensure that any conflicts of interests in such activities are properly addressed; - BLC periodically monitors these outside employment activities to verify that any conflicts of interest continue to be properly addressed by BLC; and - BLC educates its employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. - We do not receive more than 50% of our revenue from advisory clients relative to commissions and the sale of other investment products. Item 6. Performance-Based Fees and Side-By-Side Management We do not charge performance-based fees. Performance-based fees are fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7. Types of Clients 18  BLC provides its advisory services, where appropriate, to individuals, trusts, estates, charitable organizations, pension and profit-sharing plans, corporations and other business entities. BLC does not impose any minimum fee or minimum asset requirements. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS We use the following methods of analysis in formulating our investment advice and/or managing client assets: Generally. We have contracted with Envestnet Asset Management, Inc. (“Envestnet”), a registered investment adviser, to use their Managed Account Solutions Program (the “MAS Program”). The MAS Program provides us with a technology platform to support performance reporting and fee calculation billing. The services provided in the MAS Program also include: - Assessment of the client’s investment needs and objectives; - Development of an asset allocation strategy designed to meet the client’s objectives; - Recommendations on suitable style allocations; - Review of client accounts to ensure adherence to policy guidelines and asset allocation; - Recommendations for account rebalancing, if necessary; - Online and paper reporting of client account(s) performance and progress; and - Fully integrated back office support systems to advisers, including custody, trade execution, and confirmation and statement generation through National Financial Services, LLC, Members NYSE, SIPC. BLC and the client compile pertinent financial and demographic information to develop an investment strategy that will seek to meet the client’s goals and objectives. The client’s information is electronically forwarded to Envestnet and an investment proposal is generated for review by BLC. We analyze the proposal and recommend an appropriate investment strategy to the client based on that client’s needs and objectives, investment time horizon, risk tolerance and any other pertinent factors. Fundamental Analysis. We attempt to measure the intrinsic value of a security by 19  looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Technical Analysis. Technical analysis involves the analysis of past market movements and the application of that analysis to the present in an attempt to recognize recurring patterns of investor behavior and to predict future price movement. Charting and cyclical analysis are types of technical analysis that we use. Charting involves the review of charts of market and security activity in an attempt to identify when the market is moving up or down and to predict when how long the trend may last and when that trend might reverse. Cyclical analysis involves measuring the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly-managed or financially unsound company may underperform regardless of market movement. Mutual fund and/or ETF analysis. We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in another fund(s) in the client’s portfolio. We also monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may 20  deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the client’s portfolio. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. INVESTMENT STRATEGIES We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically we employ this strategy when: - we believe the securities to be currently undervalued, and/or - we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Short-term purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A short-term purchase strategy poses risks should the anticipated price swing not materialize; we are then left with the option of having a long-term investment in a security that was designed to be a short-term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy, and may result in increased transaction-related costs, as well as less 21  favorable tax treatment of short-term capital gains. Asset Allocation. Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client’s investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the client’s goals. Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by BLC) will be profitable or equal any specific performance level(s). Investing in securities involves risk of loss that clients should be prepared to bear. Investors generally face the following types of investment risks: • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk may be caused by external factors independent of the fund’s specific investments as well as due to the fund’s specific investments. Additionally, each security’s price will fluctuate based on market movement and emotion, which may, or may not be due to the security’s operations or changes in its true value. For example, political, economic and social conditions may trigger market events which are temporarily negative, or temporarily positive. • Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business’ operations increases 22  the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. Margin. We do not use margin transactions as an investment strategy. However, we do recommend, where appropriate, that a client establish a margin account with the client’s broker. In this situation, if we are selling one stock and purchasing another stock with the proceeds, we can use the margin account to make certain that you are not left out of the purchase if we have difficulty completing the sale. Options. We may use options as an investment strategy. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an asset (such as a share of stock) at a specific price on or before a certain date. An option, just like a stock or bond, is a security. An option is also a derivative, because it derives its value from an underlying asset. The two types of options are “calls” and “puts.” A call gives a client the right to buy an asset at a certain price within a specific period of time. We will buy a call if we have determined that the stock will increase substantially before the option expires. A put gives a client the right to sell an asset at a certain price within a specific period of time. We will buy a put if we have determined that the price of the stock will fall before the option expires. We may use options to “hedge” a purchase of the underlying security; in other words, we may use an option purchase to limit the potential upside and downside of a security in our client’s portfolios. We also may use “covered calls”, in which we sell an option on a security held in our client’s portfolios. In this strategy, the client receives a fee for making the option available, and the person purchasing the option has the right to buy the security from the client at an agreed-upon price. In addition, we may use a “spreading strategy”, in which we purchase two or more option contracts (for example, a call option that you buy and a call option that you sell) for the same underlying security. This effectively puts you on both sides of the market, but with the ability to vary price, time and other factors. Risks associated with Options Trading. In limited situations, as noted above, and generally upon client direction and/or consent, BLC may engage in options transactions for the purpose of hedging risk 23  and/or generating portfolio income. The use of options transactions as an investment strategy can involve a high level of inherent risk. Option transactions establish a contract between two parties concerning the buying or selling of an asset at a predetermined price during a specific period of time. During the term of the option contract, the buyer of the option gains the right to demand fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security, depending upon the nature of the option contract. Generally, the purchase or sale of an option contract shall be with the intent of “hedging” a potential market risk in a client’s portfolio and/or generating income for a client’s portfolio. Please Note: Certain options-related strategies (i.e., straddles, short positions, etc.), may, in and of themselves, produce principal volatility and/or risk. Thus, a client must be willing to accept these enhanced volatility and principal risks associated with such strategies. In light of these enhanced risks, client may direct BLC, in writing, not to employ any or all such strategies for his/her/their/its accounts. Covered Call Writing. Covered call writing is the sale of in-, at-, or out-of-the-money call options against a long security position held in a client portfolio. This type of transaction is intended to generate income. It also serves to create partial downside protection in the event the security position declines in value. Income is received from the proceeds of the option sale. Such income may be reduced or lost to the extent it is determined to buy back the option position before its expiration. There can be no assurance that the security will not be called away by the option buyer, which will result in the client (option writer) to lose ownership in the security and incur potential unintended tax consequences. Covered call strategies are generally better suited for positions with lower price volatility. long stock position Long Put Option Purchases. Long put option purchases allow the option holder to sell or “put” the underlying security at the contract strike price at a future date. If the price of the underlying security declines in value, the value of the long put option can increase in value depending upon the strike price and expiration. Long puts are often used to hedge a to protect against downside risk. The security/portfolio could still experience losses depending on the quantity of the puts bought, strike price and expiration. In the event that the security is put to the option holder, it will result in the client (option seller) to lose ownership in the security and to incur potential unintended tax consequences. Options expire (usually within months of issuance). Please Note: There can be no guarantee that an options strategy will achieve its 24  objective or prove successful. No client is under any obligation to enter into any option transactions. However, if the client does so, he/she must be prepared to accept the potential for unintended or undesired consequences (i.e., losing ownership of the security, incurring capital gains taxes). Risks Associated With Structured Notes Structured notes do not pay interest or dividends, nor provide voting rights or guarantee any return of principal at maturity unless specifically provided otherwise. Most structured note payments are based on the performance of an underlying index or commodity (i.e., S&P 500, etc.) and if the underlying index were to decline 100% then the payment may result in a loss of a portion or all of a client’s principal. Notes are not insured through any governmental agency or program and the return of principal and fulfillment of the terms negotiated by BLC on behalf of clients is dependent on the financial condition of the third party (i.e., the counter party) issuing the note and the issuer’s ability to pay its obligations as they become due. Structured notes purchased for clients will not be listed on any securities exchange. There may be no secondary market for such structured notes, and neither the issuer nor the agent will be required to purchase notes in the secondary market. Some of these structured financial products are callable by the issuer only, therefore the issuer (not the investor) can choose to call in the structured notes and redeem them before maturity. In addition, the maximum potential payment on structured notes will typically be limited to the redemption amount applicable for a payment date, regardless of the appreciation in the underlying index associated with the note. Since the level of the underlying index at various times during the term of the structured notes held by clients could be higher than on the valuation dates and at maturity, clients may receive a lower payment if redeemed early or at maturity than if a client would have invested directly in the underlying index. While the payment at maturity of any structured notes would be based on the full principal amount of any note sold by the issuer, the original issue price of any structured note purchased for clients includes an agent’s commission and the cost of hedging the issuer’s obligations under the note. As a result, the price, if any, at which an issuer will be willing to purchase structured notes from clients in a secondary market transaction, if at all, will likely be lower than the original issue price and any sale before the maturity date could result in a substantial loss. Structured notes will not be designed to be short-term trading instruments so clients should be willing to hold any notes to maturity. 25  RISK OF LOSS Securities investments are not guaranteed and you may lose money on your investments. We ask that you work with us to help us understand your tolerance for risk. Item 9. Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose under this item., Item 10. Other Financial Industry Activities and Affiliations As disclosed above in Item 4, BLC is also a FINRA-member broker-dealer, and many of our management persons and other employees are registered representatives of BLC. In addition, some of our management persons and other employees are insurance agents for one unaffiliated insurance companies. Please see the disclosure in Item 5 of this Brochure for information regarding these relationships and the applicable conflicts of interest. Item 11. Code of Ethics, Participation in Client Transactions and Personal Trading CODE OF ETHICS Our firm has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. BLC and our personnel owe a duty of loyalty, fairness and good faith to our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics, but to the general principles that guide the Code. BLC’s Code of Ethics includes the firm's policy prohibiting the use of material non-public information. While we do not believe that we have any particular access to non-public information, all employees are reminded that such information may not be used in a personal or professional capacity. Our Code of Ethics requires that anyone associated with this advisory practice 26  with access to advisory recommendations, client holdings or other specified information provide annual securities holdings reports and quarterly transaction reports of all reportable transactions to the firm's designated officer. These reports are made available to an appropriate regulatory agency upon request and will be reviewed on a regular basis by the Chief Compliance Officer of BLC, or his designee, to supervise compliance with the firm's Code of Ethics. Additionally, our Code of Ethics requires prior firm approval of any acquisition of securities in a limited offering (e.g., private placement) and prohibits its employees from participating in an initial public offering (“IPO”). Our Code also contains oversight, enforcement and recordkeeping provisions. A copy of our Code of Ethics is available to our advisory clients and prospective clients. You may request a copy by email to dizzi@brownlc.com or mplante@brownlc.com, or by telephone at (401) 421-8900. PERSONAL TRADING POLICY Our firm and the individuals associated with our firm may buy or sell securities for their personal accounts that are identical to or different from those recommended to our clients. In addition, the firm and these individuals may have an interest or position in a security which may also be recommended to a client. As these situations represent actual or potential conflicts of interest with our clients, we have taken the following steps to assure that (i) the personal securities transactions of our employees will not interfere with making and implementing decisions in the best interest of our advisory clients, (ii) our firm complies with its regulatory obligations, and (iii) we provide our clients with full and fair disclosure of such conflicts of interest: 1. Prohibiting the firm, its management persons and employees from: a. Putting their own interest above the interest of an advisory client. b. Buying or selling securities for their personal portfolio(s) where their decision is a result of information received as a result of his or her employment unless the information is also available to the investing public. c. Purchasing or selling any security immediately prior to a transaction(s) in the same securities being implemented for an advisory account. 2. Our firm requires prior approval for any private placement investments by access persons of the firm and prohibits all of its employees from participating in IPOs. 3. We maintain a list of all reportable securities holdings for our firm and 27  anyone associated with this advisory practice that has access to advisory recommendations ("access persons"). These holdings are reviewed on a regular basis by our firm's Chief Compliance Officer or his designee. 4. We have established procedures for the maintenance of all required books and records. 5. We require all of our management persons and employees to act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 6. We provide each of our employees with a copy of the Code of Ethics on an annual basis. 7. We have established policies requiring the reporting of Code of Ethics violations to our Chief Compliance Officer. 8. Any individual who violates any of the above restrictions may be subject to termination. PRINCIPAL TRANSACTIONS BLC and individuals associated with our firm are prohibited from engaging in principal transactions with advisory clients. A principal transaction is a transaction where BLC or a person associated with BLC, as principal, buys securities from, or sells securities to, a BLC client. BLC may engage in principal transactions with brokerage-only clients. AGENCY CROSS TRANSACTIONS BLC and individuals associated with our firm are prohibited from engaging in agency cross transactions. An agency cross transaction is a transaction in which BLC acts as an investment adviser and broker-dealer for an advisory client and another person on the other side of the transaction. Item 12. Brokerage Practices Brokerage Practices In the event that the client requests that BLC recommend a broker- dealer/custodian for execution and/or custodial services, BLC generally recommends that investment advisory accounts be maintained at NFS. Prior to engaging BLC to provide investment management services, the client will be required to enter into a formal Investment Advisory Agreement with BLC setting forth the terms and conditions under which BLC shall advise on the 28  client's assets, and a separate custodial/clearing agreement with each designated broker-dealer/custodian. Factors that BLC considers in recommending its broker dealer , along with NFS (or any other broker-dealer/custodian to clients) include historical relationship with NFS, financial strength, reputation, execution capabilities, pricing, research, and service. Broker-dealers such as NFS can charge transaction fees for effecting certain securities transactions (See Item 4 above). To the extent that a transaction fee will be payable by the client to NFS, the transaction fee shall be in addition to BLC’s investment advisory fee referenced in Item 5 above. As noted above at Items 4 and 5, BLC pays for any such transaction fees or commissions in accordance with its bundled wrap fee program To the extent that a transaction fee is payable, BLC shall have a duty to obtain best execution for such transaction. However, that does not mean that the client will not pay a transaction fee that is higher than another qualified broker-dealer might charge to effect the same transaction where BLC determines, in good faith, that the transaction fee is reasonable. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, transaction rates, and responsiveness. Accordingly, although BLC will seek competitive rates, it may not necessarily obtain the lowest possible rates for client account transactions. Research and Benefits: Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker-dealer/custodian, BLC can receive from NFS (or another broker-dealer/custodian, investment manager, platform sponsor, mutual fund sponsor, or vendor) without cost (and/or at a discount) support services and/or products, certain of which assist BLC to better monitor and service client accounts maintained at such institutions. Included within the support services that can be obtained by BLC can be investment-related research, pricing information and market data, software and other technology that provide access to client account data, compliance and/or practice management-related publications, discounted or gratis consulting services (including those provided by unaffiliated vendors and professionals), discounted and/or gratis attendance at conferences, meetings, and other educational and/or social events, marketing support (including client events), computer hardware and/or software and/or other products used by BLC in furtherance of its investment advisory business operations. Certain of the benefits that could be received can also assist BLC to 29  manage and further develop its business enterprise and/or benefit BLC’s representatives. BLC’s clients do not pay more for investment transactions effected and/or assets maintained at NFS as the result of this arrangement. There is no corresponding commitment made by BLC to NFS, or any other any entity, to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as result of the above arrangement. DIRECTED BROKERAGE As our firm does not have the discretionary authority to determine the broker- dealer to be used or the commission rates to be paid, clients must direct us as to the broker-dealer to be used. In directing the use of a particular broker or dealer, it should be understood that BLC will not have authority to negotiate commissions among various brokers or obtain volume discounts, and best execution may not be achieved. In addition, a disparity in commission charges may exist between the commissions charged to our clients. We require that clients direct us to place trades using our own broker-dealer services. As noted above in this Brochure, we are also a FINRA-member broker- dealer.1 BLC acts an introducing broker and has arrangements with National Financial Services LLC (“NFS”) to provide clearing, settlement and custodial services to its clients.2 NFS is a FINRA-member broker-dealer and a SIPC- member.3 NFS is an affiliate of Fidelity Investments and is independent of and unaffiliated with BLC. We have evaluated NFS and believe that, together, we will provide our clients with a blend of execution services, transaction costs and professionalism that will assist our firm in meeting our fiduciary obligations to clients. BLC has a reasonable belief that it will, through its relationship with NFS, be able to obtain best execution and competitive prices. We will not be independently seeking best execution price capability through other brokers. BLC clients must evaluate both NFS and BLC (in its separate capacity as a broker-dealer) before opening an account. 1 FINRA is the largest independent regulator for all securities firms doing business in the United States. For more information, please refer to FINRA’s website: http://www.finra.org/. 2 For more information, please refer to NFS’ website: https://nationalfinancial.NFS.com. 3 For more information, please refer to the SIPC’s website: http://www.sipc.org/. 30  Since our management persons and employees are also registered representatives of our firm, we are required to supervise their securities trading activities. As a result of these supervisory responsibilities, we will not be able to manage accounts for clients who request that brokerage transactions be directed to another broker or dealer. As a broker-dealer, BLC and its associated registered representatives may effect securities transactions and may receive separate and customary compensation from these transactions. Thus, clients should be aware that the receipt of additional compensation itself creates a conflict of interest and may affect the judgment of BLC when making brokerage recommendations. Please see the disclosure above in Item 5 regarding how we handle such conflicts of interest. TRADE AGGREGATION POLICY As a matter of policy and practice, BLC does not generally aggregate client trades and, therefore, implements client transactions separately for each account. Due to this practice, certain client trades may be executed before others, at a different price and/or commission rate. Additionally, BLC clients may not receive volume discounts available to advisers who block client trades. Item 13. Review of Accounts INDIVIDUAL PORTFOLIO MANAGEMENT the underlying securities within Reviews: While Individual Portfolio Management accounts are continually monitored, these accounts are reviewed at least quarterly. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. These accounts are reviewed by Maria Plante, Assistant Compliance Officer and/or David Izzi, Chief Compliance Officer. Reports: Client receives from the custodian, monthly statements, confirmations of transactions, and tax reporting information. FINANCIAL PLANNING/ FINANCIAL CONSULTING These clients will receive reviews and reports as contracted for at the inception of 31  the advisory engagement. Item 14. Client Referrals and Other Compensation As indicated at Item 12 above, BLC can receive from NFS (and others) without cost (and/or at a discount), support services and/or products. BLC’s clients do not pay more for investment transactions effected and/or assets maintained at NFS (or any other institution) as result of this arrangement. There is no corresponding commitment made by BLC to NFS , or to any other entity, to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as the result of the above arrangement. ANY QUESTIONS: BLC’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above arrangements and the corresponding conflicts of interest presented by such arrangement. It is our policy not to engage solicitors or to pay related or non-related persons for referring potential clients to our firm. It is also our policy not to accept or allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Item 15. Custody We previously disclosed in the “Fees and Compensation” section (Item 5) of this Brochure that the client may grant our firm authority to receive payments directly from the client’s account. As part of this billing process, the client’s custodian is advised of the amount of the fee to be deducted from that client’s account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement. In addition to the periodic statements that clients receive directly from their 32  custodians, we may also send reports outlining their current positions, security cost basis, and current market values directly to our clients. We urge our clients to carefully compare the information provided on these statements to ensure that all account transactions, holdings and values are correct and current. We provide other services on behalf of our clients that require disclosure at ADV Part 1, Item 9. In particular, certain clients have signed asset transfer authorizations that permit the qualified custodian to rely upon instructions from our firm to transfer client funds to “third parties.” In accordance with the guidance provided in the SEC Staff’s February 21, 2017 Investment Adviser Association No-Action Letter, the affected accounts are not subjected to an annual surprise CPA examination. Item 16. Investment Discretion Clients may hire us to provide discretionary portfolio management services. Where we have been provided investment discretion, we place trades in a client’s account without obtaining specific client permission prior to each trade. Our discretionary authority includes the ability to do the following without contacting the client: - Determine the security to buy or sell; and/or - Determine the amount of the security to buy or sell. Clients give us discretionary authority when they sign a discretionary advisory agreement with our firm, and may limit this authority by giving us written instructions. Clients may also change/amend such limitations by once again providing us with written instructions. Item 17. Voting Client Securities BLC does not vote client securities. Clients maintain exclusive responsibility for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (ii) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Therefore, BLC and/or the client shall instruct each custodian of the applicable assets to forward to the client copies of all proxies and shareholder communications relating to the client’s investment assets. BLC also does not typically provide advice to clients regarding the clients’ voting 33  of securities. Item 18. Financial Information Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. As an advisory firm that maintains discretionary authority for client accounts, we are also required to disclose any financial condition that is reasonably likely to impair our ability to meet our contractual obligations. BLC has no additional financial circumstances to report and has never been the subject of a bankruptcy petition. 34 

Item 1. Cover Page Part 2A, Appendix I of Form ADV: Wrap Fee Program Brochure BROWN, LISLE/CUMMINGS, INC. One Turks Head Place, Suite 800 Providence, RI 02903 Telephone: (401) 421-8900 Email: info@brownlc.com Web Address: https://www.brownlislecummings.com Submitted Date: March 3, 2025 This Wrap Fee Program Brochure provides information about the qualifications and business practices of Brown, Lisle/Cummings, Inc. (“BLC”). If you have any questions about the contents of this Wrap Fee Program Brochure or BLC Disclosure Brochure, please contact us at (401) 421- 8900 or dizzi@brownlc.com or mplante@brownlc.com . The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Registration as an investment adviser does not imply a certain level of skill or training. Additional information about BLC is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 1331.  Item 2. Material Changes Since the firm’s last other than annual update on February 22, 2024, this ADV Part 2A Appendix I, Wrap Fee Program Brochure was amended throughout to enhance disclosure regarding our existing advisory services, including information on our introducing broker-dealer. 2  Item 3. Table of Contents Item 1. Cover Page ......................................................................................................................... 1 Item 2. Material Changes .............................................................................................................. 2 Item 3. Table of Contents .............................................................................................................. 3 Item 4. Services, Fees, and Compensation ................................................................................. 4 Item 5. Account Requirements and Types of Clients ............................................................... 9 Item 6. Portfolio Manager Selection and Evaluation ................................................................ 9 Item 7. Client Information Provided to Portfolio Managers ................................................. 24 Item 8. Client Contact with Portfolio Managers ...................................................................... 25 Item 9. Additional Information .................................................................................................. 25 3  Item 4. Services, Fees, and Compensation The Brown, Lisle/Cummings, Inc. (“BLC”) Wrap Program (the "Program") is a wrap fee program sponsored by BLC. BLC is an investment adviser registered with the SEC. BLC is also a FINRA-member broker-dealer registered with the SEC and over thirty states. BLC’s principal place of business is located in Providence, Rhode Island. BLC was founded in 1912 and has been registered as an investment adviser since 2006 and with the SEC as a broker-dealer since 1966. BLC offers the following advisory services to our clients: Individual Portfolio Management, Financial Planning, and Financial Consulting. Our Individual Portfolio Management services are provided under the Program, wherein we are able to offer participants discretionary or non-discretionary investment management services, for a single specified annual Program fee, inclusive of trade execution (excluding mark-ups and mark-downs), custody, reporting, platform fees, and investment management fees. All prospective Program participants should read both our Disclosure Brochure and this Wrap Fee Program Brochure, and ask any corresponding questions that they may have, prior to participation in the Program. The current annual Program fee range is negotiable to a maximum annual management fee of 1.50%, depending upon the amount and type of the assets placed into the Program which shall be based upon various objective and subjective factors, including, but not limited to: the amount and composition of the assets placed under BLC’s management, the complexity of the engagement, the potential for additional deposits, your relationship and history with BLC, and the level and scope of the overall investment advisory services to be rendered. As a result of these factors, the services to be provided by BLC to any particular client could be available from other advisers at lower fees. INDIVIDUAL PORTFOLIO MANAGEMENT Our firm offers portfolio management services on a fee basis to its advisory clients. We will provide continuous advice to a client regarding the investment of client funds based on the client’s individual needs. Through personal discussions in which a client’s goals and objectives are established, we develop a client's personal investment strategy and create and manage a portfolio based on that strategy. 4  During this data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. We may also review and discuss a client’s prior investment history, as well as family composition and background. We manage these advisory accounts on a discretionary and non-discretionary basis. Account supervision is guided by the client's stated objectives (e.g., growth, income, and a balance between growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Before engaging us to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with us 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. Under the Program, BLC, if engaged on a discretionary basis, shall be provided with written authority to determine which securities and the amounts of securities that are bought or sold. Any limitations on this discretionary authority shall be included in the written agreement between each client and BLC. Clients may change/amend these limitations, in writing, at any time. The client shall have reasonable access to one of BLC’s investment professionals to discuss their account Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: individual stocks, bonds, options, mutual funds, and exchange-traded funds (“ETFs”). Because some types of investments, such as options, involve certain additional degrees of risk, they will only be implemented when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. Our portfolio management services are provided exclusively on a wrap fee basis. Under our wrap fee program, the client receives our portfolio management services, the execution of securities brokerage transactions, custody, investment platform fees, and reporting services for a single specified fee. Participation in a wrap program may cost the client more or less than purchasing such services separately. When managing a client’s account on a wrap fee basis, we receive as payment for our services, the balance of the wrap fee after all other costs incorporated into the wrap fee program have been deducted.. Conflict of Interest: Because we pay wrap program transaction fees and/or commissions to the account custodian/broker-dealer, we have an economic incentive to maximize our compensation by minimizing the number of trades in client accounts. 5  Clients who wish to engage us for portfolio management services must be willing to accept that these services are only provided on a wrap fee basis. We do not provide portfolio management on a non-wrap fee basis. For clients who do not desire a wrap fee arrangement, or for those who do not believe the amount of trading in their account(s) justifies such a wrap fee, we can be separately engaged in our capacity as a broker-dealer. If requested, we can assist the client in determining the appropriate type of engagement by reviewing the actual and expected amount of account trading activity, at the outset of the client engagement and/or at any point thereafter. As a result of these reviews, we can recommend the form of engagement that we believe is in the client’s best interest, but the ultimate decision will always be left to the client. PROGRAM FEES The annual Program fee is based on the amount of assets under our management as follows: Assets Under Management The first $1,000,000 The next $1,000,000 Over $2,000,000 Annual Fee (%) 1.50% 1.25% 1.00% Fee Calculation: The fee charged is calculated as described above and is not charged on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of an advisory client. For example, if a client’s account is valued at $3,000,000, the annual fee would be calculated as follows: ($1,000,000 x 1.50%) + ($1,000,000 x 1.25%) + ($1,000,000 x 1.00%). Our fees are assessed quarterly, in advance, at the beginning of each quarter. Therefore, clients are charged ¼ of their annual advisory fee every three months. The fee is based upon the market value of the client's account at the end of the previous three month period. Fees and/or credits, as applicable, are applied on a prorated basis for account deposits and withdrawals during the following fee period. Clients will be invoiced or have their fees debited from the account in accordance with client authorization. Fees for accounts opened at any time other than the beginning of a quarter are prorated based on the number of days 6  remaining in the initial quarter GENERAL INFORMATION Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. The fee is not charged on the basis of a share of capital gains upon or capital appreciation of any portion of the funds of an advisory client, pursuant to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (hereinafter the “Act”). Negotiability of Fees: In certain circumstances, our fees may be negotiable based on a variety of subjective and objective factors, including but not limited to: the amount of assets to be managed; account composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional assets; negotiations with the client; and other factors. In addition, certain legacy clients may be subject to fee arrangements no longer offered to new clients and not described in this Disclosure Brochure. All clients are advised to consult their services agreement with BLC for details on their specific fee arrangement. As a result of these factors, similarly-situated clients could pay different fees, and the services to be provided by BLC to any particular client could be available from other advisers at lower fees. Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either party, for any reason upon receipt of written notice. As disclosed above, certain fees may be paid in advance of services provided. Upon termination of any account, any prepaid, unearned fees will be promptly refunded and any unpaid fees will be due and payable. In calculating a client’s reimbursement of fees for Program accounts, we will pro rate the reimbursement according to the number of days remaining in the billing period. Fund Fees: All fees paid to BLC for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee (known as a 12b-1 fee). Although BLC collects 12b-1 fees in connection with investments made advisory accounts, BLC does receive any compensation on such fees where they are credited back to the managed account client. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. 7  A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Additional Fees and Expenses: In addition to BLC's advisory fees, IRA clients are also responsible for custodial maintenance fees that are assessed by the clearing broker. Under wrap fee engagements, BLC shall pay all other expenses, such as brokerage commissions, custody fees, and platform fees. Please refer to Item 12 of this Brochure for additional information about our brokerage practices. Participation in the Program may cost more or less than purchasing such services separately. Also, the Program fee charged by BLC for participation in the Program may be higher or lower than those charged by other sponsors of comparable wrap fee programs. Depending upon the percentage wrap-fee charged, the amount of portfolio activity in the client's account, and the value of custodial and other services provided, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately and/or if we were to negotiate transaction fees and seek best price and execution of transactions for the client's account. However, our Individual Portfolio Management services are only offered on a wrap fee basis. The Program’s wrap fee does not include certain charges and administrative fees, including, but not limited to, tradeaway fees, transfer taxes, odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. Such fees and expenses are in addition to the Program’s wrap fee. As noted above, The Program’s wrap fee does not include certain charges and administrative fees, including, but not limited to transaction charges (including mark-ups and mark-downs) resulting from trades effected through or with a broker- dealer other than NFS, transfer taxes, odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing fees, mutual fund expenses and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. Such fees and 8  expenses are in addition to the Program’s wrap fee. Our related persons who recommend the Program to clients do not receive special compensation as a result of a client’s participation in the Program. Please Note: Investment Performance: As a condition to participating in the Program, the participant must accept that past performance may not be indicative of future results, and understand that the future performance of any specific investment or investment strategy (including the investments and/or investment strategies purchased and/or undertaken by BLC) may not: (1) achieve their intended objective; (2) be profitable; or, (3) equal historical performance level(s) or any other performance level(s). Item 5. Account Requirements and Types of Clients BLC provides its advisory services, where appropriate, to individuals, trusts, estates, charitable organizations, pension and profit-sharing plans, corporations and other business entities. BLC, in its sole discretion, may reduce its investment management fee based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client, etc.). Grandfathering of Minimum Account Requirements: Pre-existing advisory clients are subject to BLC’s minimum account requirements and advisory fees in effect at the time the client entered into the advisory relationship. Therefore, our firm's fees and minimum account requirements will differ among clients. Item 6. Portfolio Manager Selection and Evaluation We act as the portfolio manager for the Program. Since the execution costs for transactions effected in the client account will be paid by BLC, a conflict of interest arises in that we have a disincentive to trade securities in the client account. In addition, the amount of compensation received by BLC as a result of the client’s participation in the Program may be more than what we would receive if the client paid separately for investment advice, brokerage and other services. Advisory Business. As discussed below, in addition to Individual Portfolio 9  Management offered under the Program, we also offer to our clients financial planning, as well as financial consulting, services. FINANCIAL PLANNING Financial planning services can be provided either on a standalone basis, or in combination with one or more of our other services. Financial planning is an in- depth evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information and analysis are considered as they impact and are impacted by the entire financial and life situation of the client. Clients purchasing this service receive a written report that provides the client with a detailed financial plan designed to help achieve his or her financial goals and objectives. In general, the financial plan can address any or all of the following areas: - PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals. - TAX & CASH FLOW: We analyze the client’s income tax and spending and planning for past, current and future years; we then illustrate the impact of various investments on the client's current income tax and future tax liability. - INVESTMENTS: We analyze investment options and their effect on the client's portfolio. - INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, and long-term care. - RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals. - DEATH & DISABILITY: We review the client’s cash needs at death, income needs of surviving dependents, and disability income. - ESTATE: We assist the client in assessing and developing long-term estate planning strategies, including the appropriateness of living trusts, wills, powers of attorney, beneficiary designations, gifts, and asset protection plans. 10  information through in-depth personal We gather required interviews. Information gathered includes a client's current financial status, tax status, future goals, return objectives and attitudes towards risk. We carefully review documents supplied by the client and prepare a written report. Should the client choose to implement the recommendations contained in the plan, we suggest the client work closely with his/her attorney, accountant, insurance agent, and/or stockbroker. Implementation of financial plan recommendations is entirely at the client's discretion. Typically, the financial plan is presented to the client within six months of the contract date, provided that all information needed to prepare the financial plan has been promptly provided. For standalone financial planning engagements, the planning engagement ends at the time the plan is presented to the client, and we typically do not provide ongoing monitoring of, or updates to, the financial plan. Clients who have received a financial plan, and who subsequently wish to have such plan reviewed and, if appropriate, revised, can engage us to do so under a separate agreement. When we provide financial planning services in combination with our ongoing portfolio management service, we will not provide ongoing monitoring of our planning recommendations, but we will remain available during the term of the ongoing engagement to review and, if appropriate, revise previously-provided financial planning recommendations at the request of the client. Financial Planning recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company. FINANCIAL CONSULTING Clients can also receive investment advice on a more focused basis. This may include advice on only an isolated area(s) of concern such as estate planning, retirement planning, or any other specific topic. We also provide specific consultation and administrative services regarding investment and financial concerns of the client, such as the review of a client’s existing investment portfolio or the review of client assets managed by other investment professionals. Financial Consulting recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company. The client is exclusively responsible for determining whether and how to implement our financial 11  consulting recommendations. We do not provide ongoing monitoring of our financial consulting recommendations. However, subsequent to delivery of our financial consulting recommendations, the client may engage us to review and, if appropriate, revise such recommendations pursuant to a separate agreement. of Financial Planning and Limitations Non-Investment Consulting/Implementation Services. To the extent requested by the client, we will generally provide financial planning and related consulting services regarding matters such as tax and estate planning, insurance, etc. BLC will generally provide such consulting services inclusive of our 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 we may charge a separate or additional fee). Please Note. We believe that it is important for the client to address financial planning issues on an ongoing basis. Our 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 us. Please Also Note: We do not serve as an attorney or accountant, and no portion of our services should be construed as same. Accordingly, We do not prepare legal documents, prepare tax returns, or sell/offer 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.) including our representatives in their separate individual capacities as registered representatives of Brown, Lisle/Cummings, Inc. an SEC registered and FINRA member broker-dealer, and as licensed insurance agents. 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 us. 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 BLC shall be responsible for the quality and competency of the services provided. Please Note: 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 12  consequences). If BLC recommends that a client roll over their retirement plan assets into an account to be managed by BLC, such a recommendation creates a conflict of interest if BLC will earn new (or increase its current) compensation as a result of the rollover. If BLC provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), BLC 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 BLC whether it is from an employer’s plan or an existing IRA. BLC’s Chief Compliance Officer, David Izzi, 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. BLC acts as the portfolio manager for the Program. Inasmuch as the execution costs for transactions effected in the client account will be paid by BLC, a potential conflict of interest arises in that BLC may have a disincentive to trade securities in the client account. In addition, the amount of compensation received by BLC as a result of the client’s participation in the Program may be more than what BLC would receive if the client paid separately for investment advice, brokerage and other services. BLC does not offer to its clients investment advisory services on a non-wrap fee basis. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, BLC generally recommends that BLC, in its capacity as an introducing broker-dealer, and National Financial Services, LLC (“NFS”) serve as the broker-dealer and custodian, respectively, for client investment management assets. Broker-dealers such as NFS 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, dealer spreads, 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, including NFS, do not currently charge fees on individual equity or ETF transactions, others do). Please Note: there can be no assurance that NFS will not change its transaction fee pricing in the future. Please Also Note: NFS may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. When beneficial to the client, individual fixed-income and/or 13  equity transactions may be effected through broker-dealers with whom BLC and/or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker-dealers (in which event, the client generally will incur both the transaction fee charged by the executing broker-dealer and a “trade-away” fee charged by NFS). These fees/charges are in addition to BLC’s investment advisory fee at Item 5 below. BLC does not receive any portion of these fees/charges. ANY QUESTIONS: BLC’s Chief Compliance Officer, David Izzi, remains available to address any questions that a client or prospective client may have regarding the above. Exception: If BLC executes transactions in conjunction with a wrap program, transaction fees shall generally be included in the wrap advisory fee paid to the wrap program sponsor. BLC, as introducing broker-dealer, does not charge any commissions or transaction fees. Portfolio Activity. BLC has a fiduciary duty to provide services consistent with the client’s best interest. BLC 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, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when BLC determines that changes to a client’s portfolio are neither necessary, nor prudent. Clients remain subject to the fees described in Item 5 below during periods of account inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by BLC will be profitable or equal any specific performance level(s). Structured Notes. BLC may purchase structured notes for client accounts. A structured note is a financial instrument that combines two elements, a debt security and exposure to an underlying asset or assets. It is essentially a note, carrying counter party risk of the issuer. However, the return on the note is linked to the return of an underlying asset or assets (such as the S&P 500 Index or commodities). It is this latter feature that makes structured products unique, as the payout can be used to provide some degree of principal protection, leveraged returns (but usually with some cap on the maximum return), and be tailored to a specific market or economic view. In addition, investors may receive long-term capital gains tax treatment if certain underlying conditions are met and the note is held for more than one year. Finally, structured notes may also have liquidity constraints, such that the sale thereof before maturity may be limited. See additional disclosure below. In the event that the client seeks to prohibit or limit 14  the purchase of structured notes for the client’s account, the client can do so, in writing, addressed to BLC’ Chief Compliance Officer. There can be no assurance that the Structured Notes investment will be profitable, equal any historical performance level(s), or prove successful. Please Note: If the issuer of the Structured Note defaults, the entire value of the investment could be lost. In the event that a client has any questions regarding structured notes or would like to place restrictions on the purchase of Structured Notes for their accounts, BLC’s Chief Compliance Officer remains available to address them. Cash Sweep Accounts. Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, BLC shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless BLC reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within a BLC actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any BLC unmanaged accounts. ANY QUESTIONS: BLC’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above. Cybersecurity Risk. The information technology systems and networks that BLC and its third-party service providers use to provide services to BLC’s clients employ various controls that are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in BLC’s operations and/or result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. In accordance with 15  information by Regulation S-P, BLC is committed to protecting the privacy and security of its clients' non-public personal implementing appropriate administrative, technical, and physical safeguards. BLC has established processes to mitigate the risks of cybersecurity incidents, including the requirement to restrict access to such sensitive data and to monitor its systems for potential breaches. Clients and BLC are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur financial losses and/or other adverse consequences. Although BLC has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that BLC does not control the cybersecurity measures and policies employed by third-party service providers, issuers of securities, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchanges, and other financial market operators and providers. In compliance with Regulation S-P, BLC will notify clients in the event of a data breach involving their non-public personal information as required by applicable state and federal laws.. 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. BLC generally does not recommend the use of margin for investment purposes. A margin account is a brokerage account that allows investors to borrow money to buy securities and/or for other non-investment borrowing purposes. The broker/custodian charges the investor interest for the right to borrow money and uses the securities as collateral. By using borrowed funds, the customer is employing leverage that will magnify both account gains and losses. Should a client determine to use margin, BLC will include the entire market value of the margined assets when computing its advisory fee. Accordingly, BLC’s fee shall be based upon a higher margined account value, resulting in BLC earning a correspondingly higher advisory fee. As a result, the potential of conflict of interest arises since BLC may have an economic disincentive to recommend that the client terminate the use of margin. BLC may also share in a portion of the margin interest earned on the margined account value through its broker-dealer. Please Note: The use of margin can cause significant adverse financial consequences in the event of a market correction. Fee Dispersion. BLC, in its discretion, may charge a lesser investment advisory fee, charge a flat fee, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional 16  assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. Please Note: Non-Discretionary Service Limitations. Clients that determine to engage BLC on a non-discretionary investment advisory basis must be willing to accept that BLC cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event that BLC would like to make a transaction for a client’s account, and client is unavailable, BLC will be unable to effect the account transaction (as it would for its discretionary clients) without first obtaining the client’s consent. Please Note: Cash Positions. BLC continues to treat cash as an asset class. As such, unless determined to the contrary by BLC all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating BLC’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), BLC 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, BLC’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: BLC’s Chief Compliance Office remains available to address any questions that a client or prospective may have regarding the above fee billing practice Please Note-Use of Mutual Funds and Exchange Traded Funds: BLC utilizes mutual funds and exchange traded funds for its client portfolios. In addition to BLC’s 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). The mutual funds and exchange traded funds utilized by BLC are generally available directly to the public. Thus, a client can generally obtain the funds recommended and/or utilized by BLC independent of engaging BLC as an investment advisor. However, if a prospective client does so, then he/she/they will not receive BLC's initial and ongoing investment advisory services. 17  Trustee Directed Plans. BLC may be engaged to provide discretionary investment advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, BLC will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). BLC 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 the Firm. Performance-Based Fees and Side-by-Side Management. We do not charge performance-based fees. Performance-based fees are fees based on a share of capital gains on or capital appreciation of the assets of a client. Methods of Analysis, Investment Strategies, and Risk of Loss. We use the following methods of analysis in formulating our investment advice and/or managing client assets: Generally. We have contracted with Envestnet Asset Management, Inc. (“Envestnet”), a registered investment adviser, to use their Managed Account Solutions Program (the “MAS Program”). The MAS Program provides us with a technology platform to support performance reporting and fee calculation billing. The services provided in the MAS Program also include: - Assessment of the client’s investment needs and objectives; - Development of an asset allocation strategy designed to meet the client’s objectives; - Recommendations on suitable style allocations; - Review of client accounts to ensure adherence to policy guidelines and asset allocation; - Recommendations for account rebalancing, if necessary; - Online and paper reporting of client account(s) performance and progress; and - Fully integrated back office support systems to advisers, including custody, trade execution, and confirmation and statement generation through National Financial Services, LLC, Members NYSE, SIPC. BLC and the client compile pertinent financial and demographic information to develop an investment strategy that will seek to meet the client’s goals and objectives. The client’s information is electronically forwarded to Envestnet and an investment proposal is generated for review by BLC. We analyze the proposal and recommend an appropriate investment strategy to the client based on that 18  client’s needs and objectives, investment time horizon, risk tolerance and any other pertinent factors. Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Technical Analysis. Technical analysis involves the analysis of past market movements and the application of that analysis to the present in an attempt to recognize recurring patterns of investor behavior and to predict future price movement. Charting and cyclical analysis are types of technical analysis that we use. Charting involves the review of charts of market and security activity in an attempt to identify when the market is moving up or down and to predict when how long the trend may last and when that trend might reverse. Cyclical analysis involves measuring the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly-managed or financially unsound company may underperform regardless of market movement. Mutual fund and/or ETF analysis. We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in another fund(s) in the client’s portfolio. We also monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been 19  successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the client’s portfolio. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. INVESTMENT STRATEGIES We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically, we employ this strategy when: - we believe the securities to be currently undervalued, and/or - we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Short-term purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A short-term purchase strategy poses risks should the anticipated price swing not materialize; we are then left with the option of having a long-term investment in a security that was designed to be a short-term purchase, or 20  potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy, and may result in increased transaction-related costs, as well as less favorable tax treatment of short-term capital gains. Asset Allocation. Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client’s investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the client’s goals. Margin. We do not use margin transactions as an investment strategy. However, we do recommend, where appropriate, that a client establish a margin account with the client’s broker. In this situation, if we are selling one stock and purchasing another stock with the proceeds, we can use the margin account to make certain that you are not left out of the purchase if we have difficulty completing the sale. Options. We may use options as an investment strategy. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an asset (such as a share of stock) at a specific price on or before a certain date. An option, just like a stock or bond, is a security. An option is also a derivative, because it derives its value from an underlying asset. The two types of options are “calls” and “puts.” A call gives a client the right to buy an asset at a certain price within a specific period of time. We will buy a call if we have determined that the stock will increase substantially before the option expires. A put gives a client the right to sell an asset at a certain price within a specific period of time. We will buy a put if we have determined that the price of the stock will fall before the option expires. We may use options to “hedge” a purchase of the underlying security; in other words, we may use an option purchase to limit the potential upside and downside of a security in our client’s portfolios. We also may use “covered calls”, in which we sell an option on a security held in our client’s portfolios. In this strategy, the client receives a fee for making the option available, and the person purchasing the option has the right to buy the security from the client at an agreed-upon price. 21  In addition, we may use a “spreading strategy”, in which we purchase two or more option contracts (for example, a call option that you buy and a call option that you sell) for the same underlying security. This effectively puts you on both sides of the market, but with the ability to vary price, time and other factors. Risks associated with Options Trading. In limited situations, as noted above, and generally upon client direction and/or consent, BLC may engage in options transactions for the purpose of hedging risk and/or generating portfolio income. The use of options transactions as an investment strategy can involve a high level of inherent risk. Option transactions establish a contract between two parties concerning the buying or selling of an asset at a predetermined price during a specific period of time. During the term of the option contract, the buyer of the option gains the right to demand fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security, depending upon the nature of the option contract. Generally, the purchase or sale of an option contract shall be with the intent of “hedging” a potential market risk in a client’s portfolio and/or generating income for a client’s portfolio. Please Note: Certain options-related strategies (i.e., straddles, short positions, etc.), may, in and of themselves, produce principal volatility and/or risk. Thus, a client must be willing to accept these enhanced volatility and principal risks associated with such strategies. In light of these enhanced risks, client may direct BLC, in writing, not to employ any or all such strategies for his/her/their/its accounts. Covered Call Writing. Covered call writing is the sale of in-, at-, or out-of-the-money call options against a long security position held in a client portfolio. This type of transaction is intended to generate income. It also serves to create partial downside protection in the event the security position declines in value. Income is received from the proceeds of the option sale. Such income may be reduced or lost to the extent it is determined to buy back the option position before its expiration. There can be no assurance that the security will not be called away by the option buyer, which will result in the client (option writer) to lose ownership in the security and incur potential unintended tax consequences. Covered call strategies are generally better suited for positions with lower price volatility. Long Put Option Purchases. Long put option purchases allow the option holder to sell or “put” the underlying 22  long stock position security at the contract strike price at a future date. If the price of the underlying security declines in value, the value of the long put option can increase in value depending upon the strike price and expiration. Long puts are often used to to protect against downside risk. The hedge a security/portfolio could still experience losses depending on the quantity of the puts bought, strike price and expiration. In the event that the security is put to the option holder, it will result in the client (option seller) to lose ownership in the security and to incur potential unintended tax consequences. Options expire (usually within months of issuance). Please Note: There can be no guarantee that an options strategy will achieve its objective or prove successful. No client is under any obligation to enter into any option transactions. However, if the client does so, he/she must be prepared to accept the potential for unintended or undesired consequences (i.e., losing ownership of the security, incurring capital gains taxes). Risks Associated With Structured Notes Structured notes do not pay interest or dividends, nor provide voting rights or guarantee any return of principal at maturity unless specifically provided otherwise. Most structured note payments are based on the performance of an underlying index or commodity (i.e., S&P 500, etc.) and if the underlying index were to decline 100% then the payment may result in a loss of a portion or all of a client’s principal. Notes are not insured through any governmental agency or program and the return of principal and fulfillment of the terms negotiated by BLC on behalf of clients is dependent on the financial condition of the third party (i.e., the counter party) issuing the note and the issuer’s ability to pay its obligations as they become due. Structured notes purchased for clients will not be listed on any securities exchange. There may be no secondary market for such structured notes, and neither the issuer nor the agent will be required to purchase notes in the secondary market. Some of these structured financial products are callable by the issuer only, therefore the issuer (not the investor) can choose to call in the structured notes and redeem them before maturity. In addition, the maximum potential payment on structured notes will typically be limited to the redemption amount applicable for a payment date, regardless of the appreciation in the underlying index associated with the note. Since the level of the underlying index at various times during the term of the structured notes held by clients could be higher than on the valuation dates and at maturity, clients may receive a lower payment if redeemed early or at maturity than if a client would have invested directly in the underlying index. While the payment at maturity of any structured notes would be based on the full 23  principal amount of any note sold by the issuer, the original issue price of any structured note purchased for clients includes an agent’s commission and the cost of hedging the issuer’s obligations under the note. As a result, the price, if any, at which an issuer will be willing to purchase structured notes from clients in a secondary market transaction, if at all, will likely be lower than the original issue price and any sale before the maturity date could result in a substantial loss. Structured notes will not be designed to be short-term trading instruments so clients should be willing to hold any notes to maturity. RISK OF LOSS Securities investments are not guaranteed and you may lose money on your investments. We ask that you work with us to help us understand your tolerance for risk. Voting Client Securities. BLC does not vote client securities. Clients maintain exclusive responsibility for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (ii) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Therefore, BLC and/or the client shall instruct each custodian of the applicable assets to forward to the client copies of all proxies and shareholder communications relating to the client’s investment assets. BLC also does not typically provide advice to clients regarding the clients’ voting of securities. Item 7. Client Information Provided to Portfolio Managers We serve as the Program’s portfolio manager. We provide investment advisory services specific to needs of each client. Prior to providing investment advisory services, an investment adviser representative will discuss with each client, their particular investment objective(s). We then allocate each client’s investment assets consistent with their designated investment objective(s). Clients may, at anytime, impose restrictions, in writing, on our investment management services. Each client is advised that it remains their responsibility to promptly notify us if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising BLC’s previous recommendations and/or services. 24  Item 8. Client Contact with Portfolio Managers The client shall have, without restriction, reasonable access to the Program’s portfolio manager. Item 9. Additional Information Disciplinary Information. We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose under this item, please refer to Item 19 of our Disclosure Brochure for additional reportable disciplinary history. Other Financial Industry Activities and Affiliations. As disclosed in Item 4 of our Disclosure Brochure, BLC is also a FINRA-member broker-dealer, and many of our management persons and other employees are registered representatives of BLC. In addition, some of our management persons and other employees are insurance agents for one unaffiliated insurance companies. Please see the disclosure in Item 5 of our Disclosure Brochure for information regarding these relationships and the applicable conflicts of interest. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. CODE OF ETHICS Our firm has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. BLC and our personnel owe a duty of loyalty, fairness and good faith to our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics, but to the general principles that guide the Code. BLC’s Code of Ethics includes the firm's policy prohibiting the use of material non-public information. While we do not believe that we have any particular access to non-public information, all employees are reminded that such information may not be used in a personal or professional capacity. Our Code of Ethics requires that anyone associated with this advisory practice with access to advisory recommendations, client holdings or other specified 25  information provide annual securities holdings reports and quarterly transaction reports of all reportable transactions to the firm's designated officer. These reports are made available to an appropriate regulatory agency upon request and will be reviewed on a regular basis by the Chief Compliance Officer of BLC, or his designee, to supervise compliance with the firm's Code of Ethics. Additionally, our Code of Ethics requires prior firm approval of any acquisition of securities in a limited offering (e.g., private placement) and prohibits its employees from participating in an initial public offering (“IPO”). Our Code also contains oversight, enforcement and recordkeeping provisions. A copy of our Code of Ethics is available to our advisory clients and prospective clients. You may request a copy by email to dizzi@brownlc.com or mplante@brownlc.com, or by telephone at (401) 421-8900. PERSONAL TRADING POLICY Our firm and the individuals associated with our firm may buy or sell securities for their personal accounts that are identical to or different from those recommended to our clients. In addition, the firm and these individuals may have an interest or position in a security which may also be recommended to a client. As these situations represent actual or potential conflicts of interest with our clients, we have taken the following steps to assure that (i) the personal securities transactions of our employees will not interfere with making and implementing decisions in the best interest of our advisory clients, (ii) our firm complies with its regulatory obligations, and (iii) we provide our clients with full and fair disclosure of such conflicts of interest: 1. Prohibiting the firm, its management persons and employees from: a. Putting their own interest above the interest of an advisory client. b. Buying or selling securities for their personal portfolio(s) where their decision is a result of information received as a result of his or her employment unless the information is also available to the investing public. c. Purchasing or selling any security immediately prior to a transaction(s) in the same securities being implemented for an advisory account. 2. Our firm requires prior approval for any private placement investments by access persons of the firm and prohibits all of its employees from participating in IPOs. 3. We maintain a list of all reportable securities holdings for our firm and 26  anyone associated with this advisory practice that has access to advisory recommendations ("access persons"). These holdings are reviewed on a regular basis by our firm's Chief Compliance Officer or his designee. 4. We have established procedures for the maintenance of all required books and records. 5. We require all of our management persons and employees to act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 6. We provide each of our employees with a copy of the Code of Ethics on an annual basis. 7. We have established policies requiring the reporting of Code of Ethics violations to our Chief Compliance Officer. 8. Any individual who violates any of the above restrictions may be subject to termination. PRINCIPAL TRANSACTIONS BLC and individuals associated with our firm are prohibited from engaging in principal transactions with advisory clients. A principal transaction is a transaction where BLC or a person associated with BLC, as principal, buys securities from, or sells securities to, a BLC client. BLC may engage in principal transactions with brokerage-only clients. AGENCY CROSS TRANSACTIONS BLC and individuals associated with our firm are prohibited from engaging in agency cross transactions. An agency cross transaction is a transaction in which BLC acts as an investment adviser and broker-dealer for an advisory client and another person on the other side of the transaction. Review of Accounts. INDIVIDUAL PORTFOLIO MANAGEMENT the underlying securities within Reviews: While Individual Portfolio Management accounts are continually monitored, these accounts are reviewed at least quarterly. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. 27  These accounts are reviewed by Maria Plante, Assistant Compliance Officer and/or David Izzi, Chief Compliance Officer. Reports: Client receives from the custodian, monthly statements, confirmations of transactions, and tax reporting information. FINANCIAL PLANNING/ FINANCIAL CONSULTING These clients will receive reviews and reports as contracted for at the inception of the advisory engagement. Client Referrals and Other Compensation. It is our policy not to engage solicitors or to pay related or non-related persons for referring potential clients to our firm. It is also our policy not to accept or allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Financial Information. Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. As an advisory firm that maintains discretionary authority for client accounts, we are also required to disclose any financial condition that is reasonably likely to impair our ability to meet our contractual obligations. BLC has no additional financial circumstances to report and has never been the subject of a bankruptcy petition. 28