FAGAN ASSOCIATES INC

Item 1: Cover Page Fagan Associates Inc. Form ADV Part 2A Investment Adviser Brochure 767 Hoosick Road Troy, NY 12180 (518) 279-1044 (phone) (518) 279-1047 (fax) www.faganasset.com March 2025 This Brochure provides information about the qualifications and business practices of Fagan Associates Inc. (“FAI” the “Firm,” “we,” “us”,“ or “ours”). If you have any questions about the contents of this Brochure, please contact Dennis P. Fagan, President, Chief Compliance Officer, and Portfolio Manager at (518) 279-1044 or investment@faganassociates.com. Additional information about our Firm is also available on the SEC’s website at www.adviserinfo.sec.gov. 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. We are a registered investment adviser. Please note that use of the term “registered investment advisor” and a description of the Firm and/or our employees as “registered” does not imply a certain level of skill or training. For more information on the qualifications of the Firm and our employees who advise you, we encourage you to review this Brochure and the Brochure Supplement(s).  Item 2: Summary of Material Changes Annual Update In this Item of Fagan Associates Inc.’s (“FAI” the “Firm,” “we,” “us,” “or “ours”) Form ADV 2, the Firm is required to discuss any material changes that have been made to Form ADV since the last Annual Amendment. Material Changes since the Last Update Since the last Annual Amendment filing on March 29, 2024, the Firm has no Material Changes to report. Full Brochure Available FAI’s Form ADV may be requested at any time, without charge by contacting Dennis P. Fagan President, Chief Compliance Officer, and Portfolio Manager at (518) 279-1044 or investment@faganassociates.com. Additional information about our Firm is also available on the SEC’s website at www.adviserinfo.sec.gov. 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. 2  Item 3: Table of Contents Item 1: Cover Page ........................................................................................................................ 1 Item 2: Summary of Material Changes .......................................................................................... 2 Item 4: Advisory Business ............................................................................................................. 4 Item 5: Fees and Compensation .................................................................................................... 7 Item 6: Performance-Based Fees and Side-by-Side Management............................................... 11 Item 7: Types of Clients ............................................................................................................... 12 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ......................................... 13 Item 9: Disciplinary Information.................................................................................................. 16 Item 10: Other Financial Industry Activities and Affiliations ....................................................... 17 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .. 18 Item 12: Brokerage Practices ...................................................................................................... 20 Item 13: Review of Accounts ....................................................................................................... 22 Item 14: Client Referrals and Other Compensation .................................................................... 23 Item 15: Custody ......................................................................................................................... 24 Item 16: Investment Discretion ................................................................................................... 25 Item 17: Voting Client Securities ................................................................................................. 26 Item 18: Financial Information .................................................................................................... 27 Form ADV Part 2B – Investment Adviser Brochure Supplement ................................................. 28 3  Item 4: Advisory Business Firm Description FAI is an investment adviser providing investment advisory services on a discretionary basis for a variety of clients, including individuals, high net worth individuals, pension and profit-sharing plans, trusts, and estates, charitable organizations, and various for-profit business entities. FAI also provides clients with an opinion regarding the suitability of their current investment strategy as well as the investments selected to achieve those stated objectives without further management. In addition, FAI also provides tax advice, including income tax preparation, where suitable. FAI was founded in 1989. Principal Owners FAI’s principal owner is Dennis P. Fagan, President, Chief Compliance Officer, and Portfolio Manager. Types of Advisory Services FAI offers the following types of advisory services: Financial planning services and portfolio management for individuals and/or small business. Investment Advisory Services FAI provides investment advisory services, defined as giving continuous advice to a client, and selecting investments for a client based on the individual needs of the client. Through personal discussions, goals and objectives are established based on a client’s particular circumstances. FAI assists the client in developing the client’s personal investment policy, and then creates and manages a portfolio based on that policy. Services may be provided on a discretionary or non- discretionary basis. Clients establish accounts only after meeting with a Portfolio Manager (Dennis P. Fagan) where financial data will be obtained. The interview(s) will also include a discussion of the goals of the client, their current financial position, tolerance to risk, family specifics and health information as well as a discussion of employer sponsored plans, where applicable. Each client is advised that it remains his/her responsibility to promptly notify FAI of any changes to their respective financial situation and consequently, their investment objectives. FAI develops portfolios based upon a client’s goals, objectives, investment time horizon and risk tolerance, as well as their core financial-related values. Investment strategies generally include long-term and short-term purchases depending upon the individual needs of the client. FAI uses asset allocation or spreading investments among a number of asset classes and sectors (domestic stocks vs. foreign stocks; large cap stocks vs. small cap stocks; corporate bonds vs. government securities) for most client portfolios. Financial Planning Services FAI offers financial planning services, which may include a review of all aspects of a client’s current financial situation, including the following components: cash management, risk 4  management, insurance, education funding, goal setting, retirement planning, estate and charitable giving planning, tax planning, and capital needs planning. FAI meets with the client to review risk tolerance, financial goals and objectives, and time horizons. Additional meetings may include a review of additional financial information; sources of income, assets owned, existing insurance, liabilities, wills, trusts, business agreements, tax returns, investments, and personal and family obligations. Financial planning clients may receive a written report, providing a detailed financial plan designed to achieve their stated financial goals and objectives. FAI gathers required information through in-depth personal interviews. Information gathered includes a client’s current financial status, future goals, and attitudes towards risk. Related documents including a questionnaire completed by the client, supplied by the client are carefully reviewed, and a written report is prepared. If a client chooses to implement the recommendations contained in the plan, FAI suggests 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. Financial planning recommendations are not limited to any specific product or service offered by a broker dealer or insurance company. Financial planning services may be integrated or may focus on certain components. Clients understand that when FAI is engaged to address only certain components, the client’s overall financial and investment issues may not be taken into consideration. FAI generally does not charge a separate fee for financial planning services. Tailored Relationships FAI tailors investment advisory services to the individual needs of the client. The goals and objectives for each client are documented in our client relationship management system. FAI clients are allowed to impose restrictions on the investments in their account. FAI may accept any reasonable limitation or restriction to discretionary authority on the account placed by the client. All limitations and restrictions placed on accounts must be presented to FAI in writing. Fiduciary Statement We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act, (“ERISA”) and/or the Internal Revenue Code, (“IRC”), as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. We must take into consideration each client’s objectives and act in the best interests of the client. We are 5  prohibited from engaging in any activity that is in conflict with the interests of the client. We have the following responsibilities when working with a client: • To render impartial advice; • To make appropriate recommendations based on the client’s needs, financial circumstances, and investment objectives; • To exercise a high degree of care and diligence to ensure that information is presented in an accurate manner and not in a way to mislead; • To have a reasonable basis, information, and understanding of the facts in order to provide appropriate recommendations and representations; • Disclose any material conflict of interest in writing; and • Treat clients fairly and equitably. Regulations prohibit us from: • Employing any device, scheme, or artifice to defraud a client; • Making any untrue statement of a material fact to a client or omitting to state a material fact when communicating with a client; • Engaging in any act, practice, or course of business which operates or would operate as fraud or deceit upon a client; or • Engaging in any manipulative act or practice with a client. We will act with competence, dignity, integrity, and in an ethical manner, when working with clients. We will use reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, trading, promoting our services, and engaging in other professional activities. Wrap Fee Programs FAI does not participate in a Wrap Fee Program. Client Assets As of December 31, 2024, FAI managed $801,637,420 in client assets, all on a discretionary basis. 6  Item 5: Fees and Compensation Compensation FAI bases its fees on a percentage of assets under management, hourly charges, and fixed fees. FAI’s fee schedules are described below. Compensation – Investment Advisory Services For the vast majority of its clients, FAI levies a fee that is negotiable, as a percentage of assets under management with a minimum fee of $500. This investment advisory fee shall be pro- rated and paid quarterly, in arrears, based upon the value of the assets on the last day of the previous quarter. Schedule of Management Fees: Assets Under Management Less than $1,000,000 $1,000,000 to $2,500,000 $2,500,001 to $5,000,000 Over $5,000,000 Annual Fee 1.50% 1.25% 1.00% 0.50% An Investment Advisory Agreement detailing the services provided by FAI, the basic fee schedule, the minimum fee, how fees are charged, when fees are payable, and will be provided to each client prior to or simultaneously with the execution of any formal documents required by the custodian, Charles Schwab & Company, Inc. Furthermore, the client along with the Advisor will sign and date the Investment Advisory Agreement with a copy provided to the client and the original maintained in his/her file. After information is obtained and at the discretion of the client and the consent of the advisor, FAI may also provide investment advice on an hourly basis at a negotiable rate of not more than $200 per hour. FAI may also charge project fees, which are determined by the breath, depth, and nature of the specific project. This project is confined to investment advice, income tax preparation, insurance review and estate planning. Compensation – Financial Planning Services FAI generally does not charge a separate fee for financial planning services for investment advisory clients. Calculation and Payment The specific manner in which fees are charged by FAI is established in a client’s written agreement with FAI. FAI will generally calculate fees in arrears on a quarterly basis. Clients may also elect to be invoiced directly for fees or to authorize FAI to directly debit fees from client accounts. 7  Accounts initiated or terminated during a calendar quarter will be charged a prorated fee. Upon termination of any account, any earned, unpaid fees will be due and payable. Agreement Terms Either party may terminate the agreement upon written notice. In the event of cancellation, FAI shall complete the outstanding commitments made by him on behalf of the client. However, FAI shall not make any further commitments or be otherwise responsible for any acts on behalf of the client. Cash Balances Some of your assets may be held as cash and remain uninvested. Holding a portion of your assets in cash and cash alternatives, i.e., money market fund shares, may be based on your desire to have an allocation to cash as an asset class, to support a phased market entrance strategy, to facilitate transaction execution, to have available funds for withdrawal needs or to pay fees or to provide for asset protection during periods of volatile market conditions. Your cash and cash equivalents will be subject to our investment advisory fees unless otherwise agreed upon. You may experience negative performance on the cash portion of your portfolio if the investment advisory fees charged are higher than the returns you receive from your cash. Retirement Plan Rollover Recommendations As part of our investment advisory services to our clients, we may recommend that clients roll assets from their employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account (collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA, SEP IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will advise on the client’s behalf. We may also recommend rollovers from IRA Accounts to Plan Accounts, from Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts. If the client elects to roll the assets to an IRA that is subject to our advisement, we will charge the client an asset-based fee as set forth in the advisory agreement the client executed with our firm. This creates a conflict of interest because it creates a financial incentive for our firm to recommend the rollover to the client (i.e., receipt of additional fee-based compensation). Clients are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if clients do complete the rollover, clients are under no obligation to have the assets in an IRA advised on by our firm. Due to the foregoing conflict of interest, when we make rollover recommendations, we operate under a special rule that requires us to act in our clients’ best interests and not put our interests ahead of our clients.’ 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 our clients’ when making recommendations (give loyal advice); • avoid misleading statements about conflicts of interest, fees, and investments; 8  • follow policies and procedures designed to ensure that we give advice that is in our clients’ best interests; • charge no more than a reasonable fee for our services; and • give clients basic information about conflicts of interest. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, clients should consider the costs and benefits of a rollover. Note that an employee will typically have four options in this situation: 1. leaving the funds in the employer’s (former employer’s) plan; 2. moving the funds to a new employer’s retirement plan; 3. cashing out and taking a taxable distribution from the plan; or 4. rolling the funds into an IRA rollover account. Each of these options has positives and negatives. Because of that, along with the importance of understanding the differences between these types of accounts, we will provide clients with an explanation of the advantages and disadvantages of both account types and document the basis for our belief that the rollover transaction we recommend is in your best interests. General Information on Compensation and Other Fees In certain circumstances, fees, account minimums and payment terms are negotiable depending on client’s unique situation – such as the size of the aggregate related party portfolio size, family holdings, low-cost basis securities, or certain passively advised investments and pre-existing relationships with clients. Certain clients may pay more or less than others depending on the amount of assets, type of portfolio, or the time involved, the degree of responsibility assumed, complexity of the engagement, special skills needed to solve problems, the application of experience and knowledge of the client’s situation. Lower fees for comparable services may be available from other sources. 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. FAI’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to FAI’s fee, and FAI shall 9  not receive any portion of these commissions, fees, and costs. Neither FAI nor any of its supervised persons (employees) accept compensation for the sale of securities or other investment products. All fees paid to FAI for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and variable annuity sub-accounts to their shareholders. These fees and expenses are described in each fund’s or sub account’s prospectus. These fees will generally include a management fee, other expenses, and a possible distribution fee. 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 or sub-account directly, without the services of FAI. In that case, the client would not receive the services provided by FAI which are designed, among other things, to assist the client in determining which mutual funds or sub-accounts are most appropriate to each client’s financial condition and objectives. Accordingly, the client should review both the fees charged by the funds/sub-accounts and the fees charged by FAI to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Clients should note that similar advisory services may (or may not) be available from other registered investment advisers for similar or lower fees. 10  Item 6: Performance-Based Fees and Side-by-Side Management Neither FAI nor any of its Supervised Persons (employees) accepts performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client). FAI does not use a performance-based fee structure because of the potential conflict of interest. Performance-based compensation may create an incentive for the adviser to recommend an investment that may carry a higher degree of risk to the client. 11  Item 7: Types of Clients Types of Clients As described in Item 4, FAI‘s clients include individuals, high net worth individuals, pension and profit-sharing plans, trusts, and estates, charitable organizations, and various for-profit business entities. Account Minimums FAI requires a minimum account of $50,000 for investment advisory clients, although this may be negotiable under certain circumstances. FAI may group certain related client accounts for the purposes of achieving the minimum account size. FAI may charge a minimum fee of $500. 12  Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis FAI may employ the following security analysis methods: Fundamental analysis; charting/ technical analysis; and cyclical analysis. Fundamental Analysis. FAI attempts 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. Charting/Technical Analysis. The terms “charting” and “technical” analysis is generally used synonymously and therefore, for the purpose of this document, the term, “technical analysis” will be used. FAI analyzes past market movements and applies that analysis to the present in an attempt to recognize recurring patterns of investor behavior and potentially predict future price movement. 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. Cyclical Analysis. In this type of technical analysis, FAI measures the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. Investment Strategies The investment strategy for a specific client is based upon the objectives stated by the client during consultations. The client may change these objectives at any time. Each client initials a document that outlines their objectives and their desired investment strategy. Other strategies may include long-term purchases, short-term purchases, trading, and margin transactions. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. All investments involve the risk of loss, including (among other things) loss of principal, a reduction in earnings (including interest, dividends, and other distributions), and the loss of future earnings. Although we manage assets in a manner consistent with your investment 13  objectives and risk tolerance, there can be no guarantee that our efforts will be successful. You should be prepared to bear the following risk of loss: • 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 is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, a dollar next year will not buy as much as a dollar today, because purchasing power is eroding at the rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • 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. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. • 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 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. • Cybersecurity Risk: A breach in cyber security refers to both intentional and unintentional events that may cause an account to lose proprietary information, suffer data corruption, or lose operational capacity. This in turn could cause an account to incur regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures, and/or financial loss. • Pandemic Risk: Large-scale outbreaks of infectious disease can greatly increase morbidity and mortality over a wide geographic area, crossing international boundaries, and causing significant economic, social, and political disruption. • Custodial Risk: This risk is the probability that a party to a transaction will be unable or unwilling to fulfill its contractual obligations either due to technological errors, control failures, malfeasance, or potential regulatory liabilities. 14  FAI reserves the right to advise clients on any other type of investment that it deems appropriate based on the client’s stated goals and objectives. FAI may also provide advice on any type of investment held in a client’s portfolio at the inception of the advisory relationship or on any investment on which the client requests advice. 15  Item 9: Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of FAI or the integrity of FAI’s management. FAI has no information to disclose applicable to this Item. 16  Item 10: Other Financial Industry Activities and Affiliations Financial Industry Activities FAI is not registered as a broker-dealer, and none of its management persons are registered representatives of a broker-dealer. Neither FAI nor any of its management persons is registered as (or associated with) a futures commissions merchant, commodity pool operator, or a commodity trading advisor. Neither FAI nor any of its management persons have a material relationship or arrangement with any related person or financial industry entities. Other Investment Advisors FAI does not recommend or select other investment advisors for its clients. 17  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics FAI employees must comply with a Code of Ethics and Statement for Insider Trading (The “Code”). The Code describes the Firms’ high standard of business conduct, and fiduciary duty to its clients. The Code’s key provisions include: • Statement of General Principles • Policy on and reporting of Personal Securities Transactions • A prohibition on Insider Trading • Restrictions on the acceptance of significant gifts • Procedures to detect and deter misconduct and violations • Requirement to maintain confidentiality of client information Our employees must acknowledge the terms of the Code at least annually, and any employee not in compliance with the Code may be subject to termination. We will provide a copy of our Code upon request. Participation or Interest in Client Transactions – Personal Securities Transactions FAI and its employees may buy or sell securities identical to those recommended to clients for their personal accounts. The Code, described above, is designed to assure that the personal securities transactions, activities and interests of the employees of FAI will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code certain classes of securities, primarily mutual funds, have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of FAI’s clients. In addition, the Code requires pre-clearance of certain transactions. Nonetheless, because the Code in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code and designed to reasonably prevent conflicts of interest between FAI and its clients. Participation or Interest in Client Transactions – Financial Interest and Principal/Agency Cross FAI and its employees do not recommend to clients, or buy or sell for client accounts, securities in which they have a material financial interest. It is FAI’s policy that the Firm will not affect any principal or agency cross securities transactions for client accounts. FAI will also not cross trades between client accounts. Participation or Interest in Client Transactions – Aggregation FAI and its employees may trade in the same securities with client accounts on an aggregated 18  basis when consistent with FAI’s obligation of best execution when in doing so does not disadvantage the client. In such circumstances, the affiliated and client accounts will receive securities at an average price and be charged commissions at their individually negotiated rates with the brokers. FAI will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis. Any exceptions will be explained on the order. 19  Item 12: Brokerage Practices Research and Other Soft Dollar Benefits FAI does not receive formal soft dollar benefits other than execution from broker/dealers in connection with client securities transactions. See disclosure below in “Directed Brokerage – Other Economic Benefits.” Brokerage for Client Referrals FAI does not receive client referrals from broker/dealers. Directed Brokerage While not routine, the client may direct FAI to use a broker-dealer to execute some or all transactions for the client. This brokerage direction must be requested by the client in writing. In that case, the client will negotiate terms and arrangements for the account with that broker- dealer, and FAI will not seek better execution services or prices from other broker-dealers or be able to “batch” client transactions for execution through other broker-dealers with orders for other accounts managed by FAI. By directing brokerage, the client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Not all advisers require or allow their clients to direct brokerage. Subject to its duty of best execution, FAI may decline a client’s request to direct brokerage if, in FAI’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. If the client requests FAI to arrange for the execution of securities brokerage transactions for the client’s account, FAI shall direct such transactions through broker-dealers that FAI reasonably believes will provide best execution. FAI shall periodically and systematically review its policies and procedures regarding recommending broker-dealers to its client in light of its duty to obtain best execution. FAI seeks best execution when effecting transactions for client accounts. The commissions paid by FAI’s clients shall comply with FAI’s duty to obtain “best execution.” However, a client may pay a commission that is higher than another qualified broker-dealer might charge to affect the same transaction where FAI determines, in good faith, that the commission is reasonable in relation to the value of the brokerage and research services received. 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 among others, the value of research provided, execution capability, commission rates, and responsiveness. Consistent with the foregoing, while FAI will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client transactions. Directed Brokerage – Other Economic Benefits FAI shall generally recommend that investment advisory clients establish brokerage accounts with the Schwab Institutional division of Charles Schwab & Co., Inc. (Schwab), a registered 20  broker-dealer, member SIPC, to maintain custody of clients' assets and to effect trades for their accounts. FAI is independently owned and operated and not affiliated with Schwab. Schwab provides FAI with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis and are not otherwise contingent upon FAI committing to Schwab any specific amount of business (assets in custody or trading). For FAI’s client accounts maintained there, Schwab is compensated through commissions or other transaction-related fees for securities trades that are executed through Schwab or that settle into Schwab accounts. The brokerage commissions and/or transaction fees charged by Schwab, or any other designated broker-dealer are exclusive of and in addition to FAI’s fees. FAI may receive from Schwab, at no cost to FAI, professional services, computer software and related systems support, enabling FAI to better monitor client accounts maintained at Schwab. FAI may receive this support without cost because of the portfolio management services rendered to clients that maintain assets at Schwab. The support provided may benefit FAI, but not its clients directly. In fulfilling its duties to its clients, FAI endeavors at all times to put the interests of its clients first. Clients should be aware, however, that FAI’s receipt of economic benefits from a broker-dealer may create a conflict of interest since these benefits may influence FAI’s choice of broker-dealer over another broker-dealer that does not furnish similar services, software, and systems support. In fulfilling its duties to its clients, FAI endeavors at all times to put the interests of its clients first. Clients should be aware, however, that FAI’s receipt of economic benefits from a broker- dealer may create a conflict of interest since these benefits may influence FAI’s choice of broker-dealer over another broker-dealer that does not furnish similar services, software, and systems support. FAI does not believe that receipt of software and related support form Schwab impairs its independence. Trade Aggregation At the sole discretion of FAI, aggregate purchases or sales of the same security, instrument or obligation may be transacted on the same day for multiple accounts of one or more of FAI’s clients. Although such aggregations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they will be affected only when FAI believes that to do so will be in the best interest of the affected accounts. When transactions are so aggregated the actual prices applicable to the aggregation transaction will be deemed to have purchased or sold its share of the security, instrument, or obligation at the average price. If a partial execution is attained at the end of the trading day, FAI will generally allocate shares on a pro rata basis but may fill small orders entirely before applying the pro rata allocation. Accounts for FAI or its employees may be included in a block trade with client accounts. 21  Item 13: Review of Accounts We monitor client portfolios as part of an ongoing process, and regular account reviews are generally conducted on a quarterly basis. Reviews could also occur at the time of new deposits, material changes in the client’s financial information, changes in economic cycles, at our discretion or as often as the client directs. Reviews entail analyzing securities, sensitivity to overall markets, economic changes, investment results, asset allocation, etc., to ensure the investment strategy and expectations are structured to continue to meet the client’s objectives. These reviews are conducted by one of our Investment Advisor Representatives. Clients are encouraged to discuss their needs, goals, and objectives with us and to inform us of any changes. Reporting At least quarterly, the custodian provides clients with an account statement for each client account, which may include individual holdings, cost basis information, deposits, and withdrawals, accrued income, dividends, and performance. We may also provide clients with periodic reports regarding their holdings, allocations, and performance. Financial Planning – Reviews and Reporting The initial financial plan is included as a component of the financial planning service. Clients may receive updated financial plans for a separate fee. 22  Item 14: Client Referrals and Other Compensation Other Compensation FAI does not receive any formal economic benefits (other than normal compensation other than as described in Item 12) from any firm or individual for providing investment advice. Other Compensation – Brokerage Arrangements See disclosure in Item 12 regarding compensation, including economic benefits received in connection with giving advice to clients. Compensation – Client Referrals We have been fortunate to receive many client referrals over the years. The referrals came from current clients, estate planning attorneys, accountants, employees, personal friends of employees, and other similar sources. We do not compensate referring parties for these referrals. 23  Item 15: Custody Custody – Fee Debiting Clients may authorize FAI (in the client agreement) to debit fees directly from the client’s account at the broker dealer, bank, or other qualified custodian (custodian). Client investment assets will be held with a custodian agreed upon by the client and FAI. The custodian is advised in writing of the limitation of FAI’s access to the account. The custodian sends a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of advisory fees paid directly to FAI. Custody – Account Statements As described above and in Item 13, clients receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains client’s investment assets. Clients are urged to carefully review such statements and compare such official custodial records to the account statements or other reports that FAI provides. FAI statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. 24  Item 16: Investment Discretion Through the investment management agreement, FAI may accept limited power of attorney to act on a discretionary basis on behalf of clients. A limited power of attorney allows FAI to execute trades on behalf of clients. When such limited powers exist between the FAI and the client, FAI has the authority to determine, without obtaining specific client consent, both the amount and type of securities to be bought to satisfy client account objectives. Additionally, FAI may accept any reasonable limitation or restriction to such authority on the account placed by the client. All limitations and restrictions placed on accounts must be presented to FAI in writing. However, FAI consults with the client prior to each trade to obtain concurrence if a blanket trading authorization has not been given. 25  Item 17: Voting Client Securities Proxy Voting We vote proxies for securities over which we maintain discretionary authority. Our utmost concern is that all decisions be made solely in the client's best interest. We will act in a prudent and diligent manner intended to enhance the economic value of the assets of the client’s portfolio. Although many proxy proposals can be voted in accordance with our established guidelines, we recognize that some proposals require special consideration, which may dictate that we make an exception to the guidelines. Clients may direct our vote; however, direction must be received in writing. Clients may contact us for information about proxy voting. 26  Item 18: Financial Information FAI has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. FAI is not required to provide a balance sheet; FAI does not require prepayment of fees of more than $1,200 per client, and six months or more in advance. 27  Form ADV Part 2B – Investment Adviser Brochure Supplement Fagan Associates Inc. Form ADV Part 2B Investment Adviser Brochure Supplement 767 Hoosick Road Troy, NY 12180 (518) 279-1044 (phone) (518) 279-1047 (fax) www.faganasset.com Dennis P. Fagan March 2025 This Brochure Supplement provides information about the Firm’s (“we,” “us,” “our”) employees that supplements our Brochure. You should have received a copy of that Brochure. Please contact Dennis P. Fagan President, Chief Compliance Officer, and Portfolio Manager at (518) 279-1044 or investment@faganassociates.com if you did not receive our Brochure or if you have any questions about the contents of this Supplement. Additional information about our employee(s) referenced above is also available on the SEC’s website at www.adviserinfo.sec.gov. You may search this site using a unique identifying number, known as a CRD number for each employee. 28  Item 2: Educational Background and Business Experience We generally require that employees involved in making investment decisions and providing investment advice have a college degree and/or significant experience in the investment management or financial services industries. Born 1961 Supervised Person Dennis P. Fagan CRD #: 1372863 1989 to Present Business Background: Fagan Associates Inc. President, Chief Compliance Officer, and Portfolio Manager Formal Education after High School: University at Albany, SUNY Bachelor of Arts, English and History Item 3: Disciplinary Information Dennis P. Fagan has not been involved in any activities resulting in a disciplinary disclosure. Item 4: Other Business Activities Dennis P. Fagan does not have any outside business activities. Disclosure on Fees and Compensation is provided in Form ADV Part 2A Item 5 – Fees and Compensation. Dennis P. Fagan does not receive commissions, bonuses or other compensation based on the sale of securities or other investment products. Item 5: Additional Compensation Dennis P. Fagan does not receive any economic benefit outside of regular salaries and bonuses. Item 6: Supervision Dennis P. Fagan, President, Chief Compliance Officer, and Portfolio Manager, supervise all persons named in this Form ADV Part 2B Investment Adviser Brochure Supplement. Dennis P. Fagan supervises these persons by holding regular staff, investment, and other ad hoc meetings. In addition, Dennis P. Fagan regularly reviews client reports, emails, and trading, as 29  well as employees’ personal securities transaction and holdings reports. Dennis P. Fagan may be reached at (518) 279-1044. 30  Form ADV Part 2B – Investment Adviser Brochure Supplement Fagan Associates Inc. Form ADV Part 2B Investment Adviser Brochure Supplement 767 Hoosick Road Troy, NY 12180 (518) 279-1044 (phone) (518) 279-1047 (fax) www.faganasset.com Aaron J. Fagan March 2025 This Brochure Supplement provides information about the Firm’s (“we,” “us,” “our”) employees that supplements our Brochure. You should have received a copy of that Brochure. Please contact Dennis P. Fagan President, Chief Compliance Officer, and Portfolio Manager at (518) 279-1044 or investment@faganassociates.com if you did not receive our Brochure or if you have any questions about the contents of this Supplement. Additional information about our employee(s) referenced above is also available on the SEC’s website at www.adviserinfo.sec.gov. You may search this site using a unique identifying number, known as a CRD number for each employee.  Item 2: Educational Background and Business Experience We generally require that employees involved in making investment decisions and providing investment advice have a college degree and/or significant experience in the investment management or financial services industries. Born 1989 Aaron J. Fagan CRD #: 7405070 2011 to Present Business Background: Fagan Associates Inc. Portfolio Manager and Client Associate Formal Education after High School: American University Master of Business Administration, Finance University of Tampa Bachelor of Arts in History Item 3: Disciplinary Information Aaron J. Fagan has not been involved in any activities resulting in a disciplinary disclosure. Item 4: Other Business Activities Aaron J. Fagan does not have any outside business activities. Disclosure on Fees and Compensation is provided in Form ADV Part 2A Item 5 – Fees and Compensation. Aaron J. Fagan does not receive commissions, bonuses or other compensation based on the sale of securities or other investment products. Item 5: Additional Compensation Aaron J. Fagan does not receive any economic benefit outside of regular salaries and bonuses. Item 6: Supervision Dennis P. Fagan, President, Chief Compliance Officer, and Portfolio Manager, supervises the person named in this Form ADV Part 2B Investment Adviser Brochure Supplement. Dennis P. Fagan supervises this person by holding regular staff, investment, and other ad hoc meetings. In 32  addition, Dennis P. Fagan regularly reviews client reports, emails, and trading, as well as employees’ personal securities transaction and holdings reports. Dennis P. Fagan may be reached at (518) 279-1044. 33