DROMS STRAUSS ADVISORS, INC.

Item 1 – Cover Page Droms Strauss Advisors, Inc. Part 2A of Form ADV Droms Strauss Wealth Management Brochure 501 N. Lindbergh Boulevard St. Louis, Missouri 63141 www.droms-strauss.com Updated: March 2025 This brochure provides information about the qualifications and business practices of Droms Strauss Advisors, Inc. d/b/a Droms Strauss Wealth Management. If you have any questions about the contents of this brochure, please contact us at (314) 862-9100. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Droms Strauss Wealth Management is also available on the SEC’s website at: www.adviserinfo.sec.gov using CRD #108620. References herein to Droms Strauss Wealth Management as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training. 1  Item 2 - Material Changes Below is a summary of material changes that Droms Strauss Wealth Management (“Droms Strauss”) has made to this brochure since the last annual update, filed February 27, 2024. For additional details, see the referenced item in this brochure. • Items 4 – Beginning November 15, 2024, Schwab will no longer open new accounts on its Institutional Intelligent Portfolios™ platform and has planned to retire the platform in 2025. Therefore, as of the date of this brochure, Droms Strauss no longer offers the Droms Strauss Intelligent Solutions and existing clients invested through this solution will be separately contacted to discuss transitioning options. • Item 4 - As of December 31, 2024, the firm managed approximately $721.5 million on a discretionary basis and $8.8 million on a non-discretionary basis. • Item 5 – Droms Strauss investment advisory fees are based on the fair market value of the account balance under management on the last day of the preceding calendar quarter plus or minus prorated fees for additions to (or subtractions from) the account during the preceding quarter. Additionally, Droms Strauss, in its sole discretion, aggregates individual accounts for members of the same family, defined as husband, wife, dependent children and trusts for the benefit of such family members, based upon the total account balances for all family accounts for purposes of determining the annual fee breaks, as reflected in the client’s fee schedule. Furthermore, any refunds due a terminated client are calculated on a pro-rata basis, based upon days under management through the termination date (i.e., 30 days after written notice). • Item 8 – Droms Strauss has included a list of risks associated with investing in strategies or securities that are utilized or recommended by Droms Strauss. This listing is a general description (in alphabetical order) of the nature and risks of the investment advisory services provided by Droms Strauss and its advisors and is not intended to be all-inclusive. • Item 9 – On September 9, 2024, the SEC announced settled charges against Droms Strauss, without admitting or denying the findings, that it failed to comply with Advisers Act Rule 206(4)-1 (the “Marketing Rule”) and Section 206(4) between November 4, 2022 and June 3, 2024, there were inconsistencies between the Firm’s disclosures describing its conflicts of interest and a website advertisement describing one of its investment adviser representatives as “providing conflict free advice” without providing context as to this claim. As a result of the settlement, Droms Strauss removed the inconsistent language, paid an $85,000 fine, agreed to a cease and desist order from violating the Marketing Rule, and has undertaken a thorough review of its marketing materials and practices. Droms Strauss recognizes potential conflicts of interest will always exist, attempts to mitigate those conflicts, and discloses these conflicts in the Droms Strauss Form ADV Part 2A brochure. • Item 12 – Droms Strauss is obligated to seek best execution for all trades; however, 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 services. Additionally, Droms Strauss generally aggregates or “bunches” securities orders when more than two clients (at a particular custodian) require a purchase or sale of the same equity security (i.e., stocks and ETFs), bonds or structure notes at the same time and employees’ orders are eligible to be included in these aggregated trades. • Item 14 – From time to time, Droms Strauss may refer clients to lawyers, accountants, and other professionals (e.g., insurance agents) for other services. In some instances, such individuals are or have 2  been clients of Droms Strauss. Additionally, at times, these lawyers, accountants, and other professionals (e.g., insurance agents) refer clients to Droms Strauss, which may result in a conflict of interest. Clients are not contractually obligated to use the services of any third parties recommended by Droms Strauss. Additionally, we have made other changes, some of which clarify or enhance existing disclosures, but we do not consider these other changes to be material. The revised brochure will be available on the SEC’s public disclosure website (IAPD) at www.adviserinfo.sec.gov or you may contact Droms Strauss at the number listed on the cover page of this brochure to obtain a copy. Item 3 - Table of Contents Item 1 – Cover Page ..................................................................................................................................... 1 Item 2 - Material Changes ............................................................................................................................ 2 Item 3 - Table of Contents ............................................................................................................................ 3 Item 4 -Advisory Business ............................................................................................................................. 3 Item 5 - Fees and Compensation .................................................................................................................. 5 Item 6 - Performance Based Fees and Side-by-Side Management ............................................................ 6 Item 7 - Types of Clients ............................................................................................................................... 6 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss .................................................... 7 Item 9 - Disciplinary Information ................................................................................................................ 9 Item 10 - Other Financial Industry Activities and Affiliations ............................................................... 10 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..... 10 Item 12 - Brokerage Practices .................................................................................................................... 11 Item 13 - Review of Accounts ..................................................................................................................... 13 Item 14 - Client Referrals and Other Compensation ............................................................................... 13 Item 15 - Custody ........................................................................................................................................ 13 Item 16 - Investment Discretion ................................................................................................................. 14 Item 17 - Voting Client Securities .............................................................................................................. 14 Item 18 -Financial Information .................................................................................................................. 14 Item 4 -Advisory Business Droms Strauss Wealth Management Droms Strauss Advisors, Inc., operating under the name of Droms Strauss Wealth Management (Droms Strauss), is registered as an investment adviser with the U.S. Securities and Exchange Commission. Droms Strauss was founded in July of 1995 and is owned by Steven Strauss, Anthony Gennaoui, Rachel Rosen, and Jason Niemann (the “Principals”). Droms Strauss primarily provides customized investment management services to high-net-worth individuals and associated trusts, estates, pension and profit-sharing plans, and other legal entities. Droms Strauss generally invests client assets in open-end institutional mutual funds, exchange traded funds (ETFs) and structured notes. Droms Strauss may hire unaffiliated investment managers (“Independent Manager(s)”) to manage a portion of client assets under a sub-advisory relationship. Droms Strauss works with each client to establish an appropriate investment profile. Once an investment plan is agreed upon, the firm prepares, on behalf of the Client, an appropriate Investment Policy Statement (IPS) that serves as the guideline for management of the Client accounts. Droms Strauss will also frequently furnish advice to clients on personal financial planning matters in the following areas: • Cash management 3  Income tax planning • • Education planning and funding • Retirement planning • Estate planning • Risk management including o Personal life, disability, and long-term care insurance needs o Personal property risk management o Personal liability risk management • Charitable giving For all Droms Strauss Wealth Management clients, advice in the foregoing areas is included in the overall services provided under the Investment Advisory Agreement. Droms Strauss Intelligent Solutions (CLOSED) NOTE: Beginning November 15, 2024, Schwab will no longer open new accounts on its Institutional Intelligent Portfolios™ platform and has planned to retire the platform in 2025. Therefore, as of the date of this brochure, Droms Strauss no longer offers the Droms Strauss Intelligent Solutions and existing clients invested through this solution will be separately contacted to discuss transitioning options. Droms Strauss Intelligent Solutions uses Institutional Intelligent Portfolios™, an automated, online investment management platform for use by independent investment advisors offered by Schwab Performance Technologies (SPT), a software provider and an affiliate of Charles Schwab & Co., Inc. (Schwab). Schwab is a FINRA member broker/dealer. Droms Strauss Intelligent Solutions allocates the client’s assets among various investments taking into consideration the overall risk profile of the client employing the use of model portfolios. Droms Strauss primarily recommends portfolios consisting of cash and Exchange Traded Funds (ETFs). The platform includes automated rebalancing and tax-loss harvesting (if the client is eligible and elects). We are independent of and not owned by, affiliated with, or sponsored or supervised by SPT, Schwab, or their affiliates. We are solely responsible, and Schwab is not responsible, for determining the appropriateness of the Program for the client, choosing a suitable investment strategy and portfolio for the client’s investment needs and goals, and managing that portfolio on an ongoing basis. We have contracted with SPT to provide us with the Platform, which consists of technology and related trading and account management services for the Program. The Platform enables us to make the Program available to clients online and includes a system that automates certain key parts of our investment process. We charge a fee for our services as described below under Item 5 Fees and Compensation. Our fees are not set or supervised by Schwab. Clients do not pay brokerage commissions or any other fees to Schwab. as part of the Program. Schwab does receive other revenues in connection with the Program. Assets Managed As of December 31, 2024, the firm managed approximately $721.5 million on a discretionary basis and $8.8 million on a non-discretionary basis. Wrap Fee Programs We do not participate in wrap fee programs. 4  Item 5 - Fees and Compensation Droms Strauss Wealth Management Droms Strauss charges most of its clients an annual investment management fee based on the following schedule: Assets under management First $500,000 From $500,001 to $1,000,000 From $1,000,001 to $2,000,000 From $2,000,001 to $5,000,000 From $5,000,001 to $10,000,000 Amounts in excess of $10 Million Annual Fee 1.00% 0.90% 0.75% 0.60% 0.40% 0.25% The fee schedule is negotiated on a client-by-client basis. This fee schedule is negotiated based upon the size of the account and the estimated time required for management. The firm has waived or negotiated lower fees for certain clients. The firm has a minimum annual fee of $4,000, which may be waived or reduced by Droms Strauss in its sole discretion. Existing clients may have differing fee schedules than the ones described in this Brochure. Furthermore, employees, family members, and others with relationships with Droms Strauss’ associated persons may be charged lower fees or no fees, at Droms Strauss’ sole discretion. Client Investment Advisory Agreements provide that fees are paid quarterly, in advance, based upon the fair market value of the account balance under management on the last day of the preceding calendar quarter plus or minus prorated fees for additions to (or subtractions from) the account during the preceding quarter. Most clients authorize us to deduct fees automatically from their advisory accounts, but clients may request that we send quarterly invoices to be paid by check. The custodial account statements will indicate the amount of Droms Strauss’ advisory fees deducted from the advisory account(s) each billing period. Note: The custodians do not verify the accuracy Droms Strauss’ advisory fee calculation and clients do not receive an invoice from Droms Strauss showing calculation of its advisory fees. Clients with any questions should contact the client’s advisor or Droms Strauss using the information on the front of this Brochure. Either Droms Strauss or the client may terminate the Investment Advisory Agreement upon thirty (30) days written notice. Any earned but unpaid fees will be billed to the client at that time. Similarly, any prepaid but unearned fees will be refunded to the client. Any refunds due to a terminated client are calculated on a pro- rata basis, based upon days under management through the termination date (i.e., 30 days after written notice). Droms Strauss, in its sole discretion, aggregates individual accounts for members of the same family, defined as husband, wife, dependent children and trusts for the benefit of such family members, based upon the total account balances for all family accounts for purposes of determining the annual fee breaks, as reflected above. In some instances, Droms Strauss offers reduced fees for adult children of clients under the age of 30. In addition to our investment management fees, clients will incur trading costs and custodial fees (please refer to the Brokerage Practices section for more information). To the extent that clients’ accounts are invested in mutual funds, these funds pay a separate layer of management, trading, and administrative expenses. In the event an Independent Manager is used to manage a portion of client assets, the fee paid to the Independent Manager will be in addition to DSWM’s fee, and automatically deducted from the client’s account. 5  Droms Strauss Intelligent Solutions (CLOSED) NOTE: Beginning November 15, 2024, Schwab will no longer open new accounts on its Institutional Intelligent Portfolios™ platform and has planned to retire the platform in 2025. Therefore, as of the date of this brochure, Droms Strauss no longer offers Droms Strauss Intelligent Solutions and existing clients invested through this solution will be separately contacted to discuss transitioning options. Clients participating in Droms Strauss Intelligent Solutions program are billed a fee equal to one percent (1.0%) of the account value. The fee is computed and payable semi-annually in January and July. The account value is based upon the value of the account as of the first date the account is enrolled in the Droms Strauss Intelligent Solutions program and, thereafter, updated annually based upon the market value of the account as of January 1 of each year. The above fee schedule may be modified by Droms Strauss in its sole discretion depending upon the circumstances of the client. All fees paid to Droms Strauss for clients enrolled in the Droms Strauss Intelligent Solutions program are separate and distinct from the fees and expenses charged by ETFs and mutual funds to 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. A client could invest in ETFs or mutual funds directly, without the services of Droms Strauss. In that case, the client would not receive the services provided by Droms Strauss which are designed, among other things, to assist the client in determining which ETFs or mutual 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 the fees charged by Droms Strauss to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Item 6 - Performance Based Fees and Side-by-Side Management Droms Strauss does not charge any performance fees or engage in side-by-side management. Performance-based fees are fees based on a share of capital gains on or capital appreciation of the assets for a client. Side-by-side management generally refers to a situation in which the same firm manages accounts that are billed based on a percentage of assets under management, hourly charges, fixed fees (not including subscription fees) and at the same time manages other accounts for which fees are assessed on a performance fee basis. Since Droms Strauss does not charge performance-based fees, it does not engage in side-by-side management. Droms Strauss’ fees and compensation are disclosed in Item 5 and other compensation matters are disclosed in Item 14. Item 7 - Types of Clients Droms Strauss Wealth Management Droms Strauss primarily provides customized investment management services to individuals, high-net- worth individuals, trusts, estates, pension and profit-sharing plans, charitable organizations and foundations, businesses and other legal entities. Our minimum account size requirement is $500,000, although in certain instances this minimum may be waived at our sole discretion. 6  Droms Strauss Intelligent Solutions (CLOSED) Clients eligible to enroll in the program include individuals, custodial accounts, trusts, Traditional IRAs and ROTH IRAs. The minimum investment required to open an account is $5,000. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Methods of Investment Analysis and Investment Strategies Droms Strauss primarily invests in open-end institutional mutual funds, exchange traded funds (ETFs) and structured notes. In some instances, Droms Strauss may also employ separate account managers for a specific type of investment position in client accounts. The Droms Strauss Investment Committee works together to conduct fundamental analysis on all securities recommended for client accounts. The Droms Strauss Investment Committee is chaired by Jason Niemann, CFA® and includes Anthony Gennaoui, CFP® and Steven Strauss, CPA®, PFS™. The Investment Committee meets periodically to discuss existing and prospective investments. Investments are evaluated independently, as well as in the context of clients’ existing holdings and sector exposures. This analysis varies depending on the security in question. For stocks and bonds, the analysis generally includes a review of: • The issuer’s management; • The amount and volatility of past profits or losses; • The issuer’s assets and liabilities, as well as any material changes from historical norms; • Prospects for the issuer’s industry, as well as the issuer’s competitive position within that Income potential; and industry; • Credit ratings; • • Any other factors considered relevant. For mutual funds and ETFs, the analysis generally includes a review of: • The fund’s management team; • The fund’s historical risk and return characteristics; • The fund’s exposure to sectors and individual issuers; • The fund’s fee structure; • The fund’s management style; • The fund’s investment philosophy; • The fund’s total assets under management; • The fund’s style consistency; • The fund’s risk adjusted performance relative to peers; • The fund’s regulatory oversight; and • Any other factors considered relevant. Droms Strauss investment strategies are grounded in modern portfolio theory. Droms Strauss believes that asset allocation, a key component of the modern portfolio theory, is the primary determinant of long-run portfolio performance. Droms Strauss primarily invests for relatively long-time horizons, generally for a year or more. However, market developments could cause Droms Strauss to sell securities more quickly. Risk of Loss All investment involves a risk of loss that clients should be prepared to bear. The investments recommended by Droms Strauss could lose money over short or long periods. There are no assurances that Droms Strauss’ 7  strategy for a client will succeed. Droms Strauss cannot give any guarantee that it will achieve client investment objectives or that any client will receive a return on their investment. The information contained in this brochure cannot disclose every potential risk associated with an investment strategy, nor all of the risks applicable to a particular security. Risks vary by client according to their investment objectives, guidelines, liquidity needs or risk tolerances and not every strategy or portfolio will be exposed to each of the risks described in this brochure. This list is not intended to be exhaustive of all of the risks associated with investing in strategies or securities that are utilized or recommended by Droms Strauss. Rather, it is a general description (in alphabetical order) of the nature and risks of the investment advisory services provided by Droms Strauss and its advisors. Asset Allocation: A portfolio that holds large cash positions may deviate from the stated benchmark and could underperform as a result. Differences in the security holdings and weights of a portfolio versus the strategy benchmark will result in disparities between a portfolio’s performance relative to its benchmark. A portfolio may perform better or worse than a similarly managed account for various reasons including, but not limited to, the frequency and timing of rebalancing and trading each portfolio and the size and number of positions in each portfolio. Cash-Equivalents (Money Market Funds): Cash equivalents are short-term, highly liquid investments, such as money market funds (a type of open-ended mutual fund) and are subject to interest rate and issuer- specific changes. Interest rate increases can cause the price of a money market security to decrease. Likewise, a decline in the credit quality of an issuer can cause the price of a money market security to decrease. Although money market funds generally seek to preserve the value of your investment at one dollar per share, there is no guarantee that they will do so. Accounts held through Schwab are insured per Schwab’s coverage policies; additional information is available at https://www.schwab.com/legal/account- protection. Concentration: Strategies that are concentrated in only a few securities, sectors or industries, regions or countries or asset classes could expose a portfolio to greater risk and may cause greater portfolio volatility Cybersecurity and Information Security: The computer systems, networks, and devices used by Droms Strauss and service providers to Droms Strauss and Droms Strauss clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. A client could be negatively affected as a result of a cybersecurity breach. Equities (Stocks): Equity instruments are subject to equity market risk, which is the risk that common stock prices will fluctuate over short or even extended periods. Equity securities generally have greater price volatility than fixed income securities. The market price of equity securities may increase or decrease, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting markets generally, particular industries, sectors or geographic regions represented in those markets, or individual security concerns. Exchange Traded Funds (“ETFs”): ETFs are, by definition, portfolios of securities, and although the risk associated with investments in ETFs may be low relative to investments in securities of individual issuers, there are events that can trigger sharp, and sometimes adverse, price movements in ETFs that are not related to movements of the markets in general. These events include, but are not limited to, unanticipated dividends, changes to regular dividend amounts, announcements of rights offerings and possible unexpected revisions to the net asset values of the ETF. 8  Fixed Income (Bonds or Debt): Debt securities are affected by changes in interest rates. When interest rates rise, the value of debt securities are likely to decrease. Conversely, when interest rates fall, the values of debt securities are likely to increase. The values of debt securities may also be affected by changes in the credit rating or financial condition of the issuing entities. Market: Securities markets are volatile and investing in securities involves the risk of loss that clients should be prepared to bear. The direction of the capital markets (e.g., stock, credit, interest rate, real estate, private equity, volatility, etc.) are impossible to predict and are dependent upon changes in a number of factors, including, but not limited to, interest rates, inflation, and a host of additional economic and political factors. There is always a risk that the capital markets as a whole will decline, bringing down the value of individual securities regardless of their fundamental characteristics. Market risk is also known as systematic risk or undiversifiable risk. This risk is both unpredictable and impossible to completely eliminate. Operational and Third-Party Risk: Portfolios are exposed to operational risk introduced through human intervention or the failure of automated processes. Operational risks include, but are not limited to, reconciliation errors, trading the wrong security, trading a security for an unintended portfolio or purchasing a security that a portfolio was intended to sell, or vice versa. In addition, natural disasters, power interruptions and other events may cause system failures. Furthermore, reliance on third-party vendors and technology providers results in third-party risks and, despite reasonable efforts (e.g., initial due diligence and monitoring), there is no guarantee that any or all third-party service provider risks will be mitigated and may result in consequences such as the inability to execute client transactions or monitor client accounts. Security Selection: The risk of choosing a security that underperforms the market for unanticipated reasons. There can be no assurance that clients will ever come to realize the value of some of these investments, and that the investment will ever increase in value. During this time, the client may have funds locked up in an underperforming investment, which presents an opportunity cost for other investments. Structured Notes: The notes do not guarantee any return of principal, and, under a downside scenario, a client can lose some or all the principal amount at maturity. Regardless of appreciation in the reference index/ETF, the maximum gain on the notes is limited to the maximum return specified in the offering documents. The notes are subject to the credit risks of the issuer and, if applicable, the guarantor. Any actual or potential change in the issuer’s and/or guarantor’s creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the value of the notes. The notes do not pay interest and a client will not receive dividends on or have any rights with respect to the referenced index/ETF. The notes will not be listed on any securities exchange and a client may not be able to sell the notes. The notes are not designed to be short-term trading instruments and clients should be able and willing to hold the notes to maturity. Structured notes have other material terms and risks as described in the product’s offering documents, that are available upon request. Item 9 - Disciplinary Information On September 9, 2024, the SEC announced settled charges against Droms Strauss, without admitting or denying the findings, that it failed to comply with Advisers Act Rule 206(4)-1 (the “Marketing Rule”) and Section 206(4) between November 4, 2022 and June 3, 2024, there were inconsistencies between the Firm’s disclosures describing its conflicts of interest and a website advertisement describing one of its investment adviser representatives as “providing conflict free advice” without providing context as to this claim. As a result of the settlement, Droms Strauss removed the inconsistent language, paid an $85,000 fine, agreed to a cease and desist order from violating the Marketing Rule, and has undertaken a thorough review of its marketing materials and practices. Droms Strauss recognizes potential conflicts of interest will always exist, 9  attempts to mitigate those conflicts, and discloses these conflicts in the Droms Strauss Form ADV Part 2A brochure. Notwithstanding the foregoing, Droms Strauss is not aware of any other legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Droms Strauss’ advisory business or the integrity of Droms Strauss’ management persons. Item 10 - Other Financial Industry Activities and Affiliations Droms Strauss Advisors, Inc. has a wholly owned subsidiary company, DSA Risk Management, LLC (DSRM) that was historically used to offer risk management services and certain insurance-related products to clients; however, DSRM is now an inactive entity. Steven N. Strauss is a certified public accountant (CPA) and continues to practice accounting on a limited basis for which he, individually in his CPA capacity, is compensated. Clients are not contractually obligated to use the services of Mr. Strauss as an accountant. Recommendations or Selections of Other Investment Advisers Droms Strauss can employ Independent Managers to manage client assets. This situation creates a conflict of interest. However, when using an Independent Manager, the client’s best interest and suitability will be the main determining factors of Droms Strauss. This relationship is disclosed to the client at the commencement of the advisory relationship. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Droms Strauss has adopted a written code of ethics (the “code”) that is applicable to all employees. Among other things, the code requires Droms Strauss and its employees to act in clients’ best interests, abide by all applicable regulations, avoid even the appearance of insider trading, and pre-clear and report on many types of personal securities transactions and holdings. Droms Strauss’ restrictions on personal securities trading apply to employees, as well as employees’ family members living in the same household. Droms Strauss’ employees are generally permitted to trade alongside client accounts. This would present a conflict if employees were to trade ahead of clients and/or receive a better price. Droms Strauss mitigates personal trading conflicts primarily through the adoption and implementation of compliance policies, procedures, and controls included in the code. For example, Droms Strauss employees are able to trade alongside client accounts as long as they receive the average price that is applicable to clients and pay their share of any transaction costs. Employees are eligible to be included in bunched client trades. If an order is partially filled, the clients will have their orders fully filled on a randomized basis. Except in rare instances, as determined in the sole discretion of Droms Strauss, employees are excluded from bunched trades whenever client orders are only partially filled. The Chief Compliance Officer monitors employee trading, relative to client trading, to ensure that employees do not engage in improper transactions. Under certain circumstances, an employee might invest in a security that is not considered suitable for client accounts because of size, liquidity, or other factors. A change in these factors could result in the security becoming more suitable for clients, but the Chief Compliance Officer might not allow the security to be purchased for client accounts in order to avoid even the appearance of employees trading ahead of clients. In Droms Strauss’ experience, it is rare for an employee’s personal trading to limit clients’ investment opportunities, but such a situation could arise from time to time. 10  Clients or prospective clients may request a copy of the code by contacting Droms Strauss at the address or telephone number listed on the first page of this document. Investment Advice Relating to Retirement Accounts When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries 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. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. In addition, and as required by this rule, we provide information regarding the services that we provide to you, and any material conflicts of interest, in this brochure and in your client agreement. Item 12 - Brokerage Practices Droms Strauss generally recommends that clients arrange for their assets to be held with Charles Schwab & Co., Inc. (“Schwab”). Droms Strauss is independent of and not owned by, affiliated with, or sponsored or supervised by Schwab or any of their affiliated entities. Soft Dollar Benefits Droms Strauss does not maintain any formal soft dollar arrangements with brokers. However, Droms Strauss receives certain products and services from Schwab free of charge or at discounted rates. Some of these products and services help us manage or administer our clients’ accounts while others help us manage and grow our business. These include but are not limited to: • Access to client account data such as duplicate client confirmations, statements, and other account information; • Direct advisory fee debiting capabilities; • Access to an electronic network for order entry, including the simultaneous entry of trades on behalf of multiple client accounts; • A portfolio management system and software that supports Droms Strauss’ research processes. • Access to Institutional Intelligent Portfolios™, an automated, online investment management platform for use by independent investment advisors offered by Schwab Performance Technologies, a software provider and an affiliate of Schwab. Schwab also offers services intended to help us manage and further develop our business. These services include: • Educational conferences and events; • Technology, compliance, legal and business consulting; • Publications and conferences on practice management; and • Access to employee benefits providers, human capital consultants and insurance providers. 11  The availability of some of these services from Schwab benefits Droms Strauss because we do not have to purchase them. Other products or services may only be available to advisory firms that custody a certain threshold of client assets in accounts at Schwab. We do not believe that clients whose accounts are held by Schwab bear any additional costs in connection with Droms Strauss’ receipt of the products and services. However, the Schwab thresholds noted above may give us an incentive to recommend Schwab based on our interest in continuing to receive these services that benefit our business. This is a potential conflict of interest. We believe, however, that our selection of Schwab as custodian and broker is in the best interests of our clients. To mitigate conflicts and as part of our fiduciary duty, Droms Strauss conducts an annual best execution review that includes an assessment of the pricing and services received from Schwab (see the Best Execution Reviews below for more information). Selection of Trading Counterparties For clients who might elect to have their accounts held by firms other than Schwab, Droms Strauss’ approach is generally to trade mutual funds and ETFs with Schwab or the chosen custodian and to trade bonds or structured notes with another broker/dealer. When we trade with other brokers/dealers away from Schwab, Schwab will charge the client trade-away fees. The availability and pricing of bonds and structured notes varies, so prior to placing a trade, Droms Strauss may solicit bids from several brokers/dealers and then executes the trade with the broker/dealer that offers sufficient liquidity and the most favorable pricing. Some clients’ accounts are relatively small, in which case the custodian may not allow Droms Strauss to trade through other brokers/dealers. Other clients may specifically request that their accounts only be traded through a particular broker/dealer. Droms Strauss trades these accounts through the firm chosen by the client, which limits our ability to seek best execution. Trading restrictions may result in materially higher trading costs and reduced returns. Best Execution Reviews On at least an annual basis, Droms Strauss’ Investment Committee members evaluate the pricing and services offered by Schwab and other trading counterparties with those offered by other reputable firms. Droms Strauss is obligated to seek best execution for all trades; however, 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 services. While Droms Strauss reviews the accuracy, timeliness and execution of trades processed through Schwab, Droms Strauss cannot guarantee that a client will receive the most favorable execution of their trades, which in turn may cost clients more money. Droms Strauss selected Schwab due, in part, to accessibility, electronic trading, efficient and professional service, technical support, and timely reporting to clients. However, clients should be aware that this determination could have been influenced by Droms Strauss’ receipt of products and services from Schwab. Aggregated Trades Generally, Droms Strauss aggregates or “bunches” securities orders when more than two clients (at a particular custodian) require a purchase or sale of the same equity security (i.e., stocks and ETFs), bonds or structure notes at the same time. All clients’ accounts participating in the aggregated order shall receive an average share price. If an aggregated purchase or sale order for such a security is executed over multiple days, Droms Strauss applies the average price achieved each day. In some instances, a non-aggregated order might provide a better price to clients. Employees are eligible to be included in bunched client trades. If an order is partially filled, clients will have their orders fully filled on a randomized basis; Droms Strauss will seek to complete any unfilled client orders on the next trading day. Except in rare instances, as determined in the sole discretion of Droms Strauss, employees are excluded from bunched trades whenever client orders are only partially filled. As a result, same-day or multi-day trade timing differences can occur between the 12  processing, submission and the execution of securities transactions, resulting in execution price differences between accounts and clients. Each client is responsible for individual account transaction costs. Client Referrals Droms Strauss does not compensate Schwab or any other custodian or broker/dealer for referring client accounts. Item 13 - Review of Accounts Accounts under Droms Strauss’ management are monitored on a periodic basis by the Investment Committee members and the Chief Compliance Officer. On an annual basis, the Investment Committee members and the Chief Compliance Officer review a number of reports that are designed to identify accounts that are outside the expected ranges for returns, exposure to asset classes, and exposure to industry sectors. Reviews of client accounts are also performed if a client’s investment objectives, risk tolerance or financial situation changes. Clients receive account statements directly from their chosen custodian on at least a quarterly basis. Droms Strauss may supplement these custodial statements with written reports provided during client meetings or as requested. Such reports typically include a summary of all investments under management by asset type, a performance summary for the preceding quarter, six months, twelve months and inception to date periods and other analytic information that Droms Strauss believes to be informative for clients. Clients are urged to compare any report provided by Droms Strauss with the confirmations and statements directly received from the custodian. Item 14 - Client Referrals and Other Compensation From time to time, Droms Strauss may refer clients to lawyers, accountants, and other professionals (e.g., insurance agents) for other services. In some instances, such individuals are or have been clients of Droms Strauss. Additionally, at times, these lawyers, accountants, and other professionals (e.g., insurance agents) refer clients to Droms Strauss. As a result, this arrangement could result in Droms Strauss showing client favoritism; however, no direct or indirect compensation was or is provided to or from these lawyers or accountants and there is no difference between the amount of investment advisory fees charged by Droms Strauss for managing these individuals’ advisory accounts when compared to other clients with similar assets and investment strategy. At the time of referral, the client or prospective client is given full disclosure of the nature of the relationship between Droms Strauss and the other person/entity. Clients are not contractually obligated to use the services of third parties recommended by Droms Strauss. Item 15 - Custody All clients’ accounts are held in custody by unaffiliated brokers/dealers or banks, but Droms Strauss can access many clients’ accounts though its ability to debit advisory fees. For this reason, Droms Strauss is considered to have custody of client assets. Through standing letters of authorization, (“SLOAs”) Droms Strauss may also be deemed to have custody in instances where such SLOAs authorize Droms Strauss to make third party transfers. An example of a third-party transfer might be from an individual Schwab account to a joint bank account, which, in effect, 13  causes a change of ownership from the individual client to joint owners. In these cases, the following conditions are met: a. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. b. The client authorizes Droms Strauss, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. c. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. d. The client has the ability to terminate or change the instruction to the client’s qualified custodian. e. Droms Strauss has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. f. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. g. Droms Strauss maintains records showing that the third party is not a related party of Droms Strauss or located at the same address as Droms Strauss. Account custodians send statements directly to the account owners on at least a quarterly basis. Clients should carefully review these statements and should compare these statements to any account information provided by Droms Strauss. Item 16 - Investment Discretion Droms Strauss has investment discretion over most clients’ accounts. Clients grant Droms Strauss trading discretion through the execution of a limited power of attorney included in Droms Strauss’ advisory contract. Clients can place reasonable restrictions on Droms Strauss’ investment discretion. For example, some clients have asked us not to buy securities issued by companies in certain industries, or not to sell certain securities where the client has a particularly low tax basis. Item 17 - Voting Client Securities Droms Strauss does not vote or provide guidance regarding the voting of proxies. Clients are responsible for voting any such proxies. Clients should contact the custodian or issuer’s proxy agent with questions about receiving proxies and process for the client to execute voting on such proxies. Item 18 -Financial Information Droms Strauss has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. Droms Strauss does not serve as a custodian of client funds or securities or require or solicit prepayment of more than $1,200 in fees per client six months in advance. 14