FINANCIAL RESOURCES GROUP.COM LLC

FRG Family Wealth Advisors LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of FRG Family Wealth Advisors LLC. If you have any questions about the contents of this brochure, please contact us at (425) 453-4122 or by email at: info@frgwealth.com. 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 FRG Family Wealth Advisors LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. FRG Family Wealth Advisors LLC’s CRD number is: 282542. 10900 NE 8th St Ste 1600 Bellevue, WA 98004 (425) 453-4122 info@frgwealth.com https://www.frgwealth.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 03/31/2025 i  Item 2: Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the Firm’s last annual updating amendment dated March 28, 2024, the Firm has the following material changes to report: - Item 5: Fees and Compensation – Clarified tiered fee calculations. Included fixed fee ranges. - Item 8: Methods of Analysis, Investment Strategies and Risk of Loss- Included additional risk disclosures related to Mutual Funds, Exchange Traded Funds, and Digital Assets. - Item 12: Brokerage Practices- Updated information related to custodian Charles Schwab & Co, - Item 15: Custody- Included information related to SLOAs ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes .................................................................................................................................. ii Item 3: Table of Contents ................................................................................................................................. iii Item 4: Advisory Business ................................................................................................................................ 2 Item 5: Fees and Compensation ....................................................................................................................... 3 Item 6: Performance-Based Fees and Side-By-Side Management .................................................................. 5 Item 7: Types of Clients .................................................................................................................................... 5 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ............................................................. 5 Item 9: Disciplinary Information ...................................................................................................................... 9 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 9 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 .......................................................................................................................... 14 Item 14: Client Referrals and Other Compensation ...................................................................................... 14 Item 15: Custody ............................................................................................................................................. 15 Item 16: Investment Discretion ...................................................................................................................... 15 Item 17: Voting Client Securities (Proxy Voting) .......................................................................................... 15 Item 18: Financial Information ....................................................................................................................... 16 iii  Item 4: Advisory Business A. Description of the Advisory Firm FRG Family Wealth Advisors LLC (hereinafter “FRG”) is a Limited Liability Company organized in the State of Washington. The firm was formed in June 2009 as Financial Resources Group.com LLC, and the principal owners are Benjamin Dale Johnson and Jimmy Shanggee Wu. The firm changed its name in 2018 to FRG Family Wealth Advisors LLC. B. Types of Advisory Services Portfolio Management Services FRG offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. FRG creates an investment profile for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a plan to aid in the selection of a portfolio that matches each client's specific situation. Portfolio management services include, but are not limited to, the following: Personal investment goals Asset selection Regular portfolio monitoring • • • • Investment strategy • • Asset allocation • Risk tolerance Options FRG evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. FRG will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the investment profile, which is given to each client. FRG seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of FRG’s economic, investment or other financial interests. To meet its fiduciary obligations, FRG attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, FRG’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is FRG’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. 2  Services Limited to Specific Types of Investments FRG generally limits its investment advice to mutual funds, fixed income securities, equities, ETFs and non-U.S. securities. FRG may use other securities as well to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions FRG will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by FRG on behalf of the client. FRG may use model allocations together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may impose restrictions on investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent FRG from properly servicing the client account, or if the restrictions would require FRG to deviate from its standard suite of services, FRG reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, and certain other administrative fees. FRG does not participate in wrap fee programs. E. Assets Under Management FRG has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $313,476,548.00 $427,393,643.00 December 31, 2024 Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Advisement Annual Fees $0 - $1,000,000 1.00% $1,000,000.01 - $3,000,000 0.50% 3  Total Assets Under Advisement Annual Fees $3,000,000.01 - $20,000,000 0.30% $20,000,000.01 - AND UP 0.20% FRG uses an average of the daily balance in the client's account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. This is a tiered fee schedule; the total billable assets are progressed through the tiered fee schedule creating a customized fee. At the discretion of FRG we may charge an annual fixed fee for our portfolio management services. The fixed fee range is between $10,000 and $75,000. These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of FRG's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 30 days' written notice. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis, or may be invoiced and billed directly to the client on a quarterly basis. Clients may select the method in which they are billed. Fees are paid in arrears. C. Client Responsibility for Third Party Fees Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by FRG. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees FRG collects its fees in arrears. It does not collect fees in advance. E. Outside Compensation for the Sale of Securities to Clients Neither FRG nor its supervised persons accept any compensation for the sale of investment products, including asset-based sales charges or service fees from the sale of mutual funds. 4  Item 6: Performance-Based Fees and Side-By-Side Management FRG does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients FRG generally provides advisory services to the following types of clients: ❖ ❖ ❖ ❖ ❖ Individuals High-Net-Worth Individuals Pension and Profit Sharing Plans Charitable Organizations Corporations or Business Entities FRG requires a minimum of $1,000,000 in household account size; however, the firm may waive the minimum at the firm’s discretion. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis FRG’s methods of analysis include Charting analysis, Cyclical analysis, Fundamental analysis, Modern portfolio theory, Quantitative analysis and Technical analysis. Charting analysis involves the use of patterns in performance charts. FRG uses this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security. Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a 5  given level of expected return, each by carefully choosing the proportions of various asset. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Technical analysis involves the analysis of past market data; primarily price and volume. Investment Strategies FRG uses long term trading, margin transactions and options trading (including covered options). Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Charting analysis strategy involves using and comparing various charts to predict long and short term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are two- fold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The 6  implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Quantitative analysis Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Investment Strategies FRG's use of margin transactions and options trading generally holds greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. Options transactions involve a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value, as well as the possibility of leveraged loss of trading capital due to the leveraged nature of stock options. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized FRG's use of margin transactions and options trading generally holds greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below are not guaranteed or insured by the FDIC or any other government agency. 7  Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Options are contracts to purchase a security at a given price, risking that an option may expire out of the money resulting in minimal or no value. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option transactions also involve risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. Non-U.S. securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. Digital Assets We may recommend investment in digital currency Exchange Traded 8  Funds (ETFs) which pools capital together to purchase holdings of digital currencies or derivatives based on their value. Such products are extremely volatile and are suitable only as a means of diversification for investors with high-risk tolerances. The primary risk of digital asset ETFs is the volatility of the underlying digital currency. Digital assets can experience dramatic price swings leading to potential losses. The regulatory environment for digital currency is still evolving. Changes in regulations or legal status of digital assets can impact ETFs potentially leading to uncertainty in the market or trading restrictions. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither FRG nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither FRG nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. 9  C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Neither FRG nor its management persons have any financial industry activities or affiliations that are material to our advisory business or to our clients. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections FRG does not utilize nor select third-party investment advisers. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics FRG has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. FRG's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests FRG does not recommend that clients buy or sell any security in which a related person to FRG or FRG has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of FRG may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of FRG to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. FRG will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. 10  D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of FRG may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of FRG to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, FRG will never engage in trading that operates to the client’s disadvantage if representatives of FRG buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers the market expertise and research access provided by Custodians/broker-dealers will be recommended based on FRG’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and FRG may also the broker- consider dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in FRG's research efforts. FRG will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. FRG will require clients to use Charles Schwab & Co., Inc. (“Schwab”), a registered broker- dealer, member SIPC, as the qualified custodian. FRG is independently owned and operated and is not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we instruct them to. While we recommend that you use Schwab as a custodian, you will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. We do not open the account for you, although we may assist you in doing so. 1. Research and Other Soft-Dollar Benefits While FRG has no formal soft dollars program in which soft dollars are used to pay for third party services, FRG may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). FRG may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and FRG does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. FRG benefits by not having to produce or pay for the research, products or services, and FRG will have an incentive to 11  recommend a broker-dealer based on receiving research or services. Clients should be aware that FRG’s acceptance of soft dollar benefits may result in higher commissions charged to the client. Products and services available to the Firm from Schwab Schwab Advisor Services™ is Schwab's business serving independent investment advisory firms like us. Schwab provides FRG and our clients with access to institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts while others help us manage and grow our business. Schwab’s support services described below are generally available on an unsolicited basis (i.e., we do not have to request them) and at no charge to us. Here is a more detailed description of Schwab’s support services: Services that Benefit Clients Directly Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit each client. Services that May Not Directly Benefit Clients Schwab also makes available to us other products and services that benefit us but may not directly benefit a specific client. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or a substantial number of our clients’ accounts. In addition to investment research, Schwab also makes available software and other technology that: Provides access to client account data (such as trade confirmations and Facilitates trade execution and allocate aggregated trade orders for ❖ account statements); ❖ multiple client accounts; ❖ ❖ ❖ Provides pricing and other market data; Facilitates payment of our fees from our clients’ accounts; and Assists with back-office functions, recordkeeping and client reporting. 12  Services that Generally Benefit Only Us Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include (among others) the following: Educational conferences and events Technology, compliance, legal, and business consulting Publications and conferences on practice management and business Access to employee benefits providers, human capital consultants and ❖ ❖ ❖ succession ❖ insurance providers Schwab will provide some of these services itself or will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third-party’s fees. Schwab may also provide us with other benefits, such as occasional business entertainment of our personnel. Our Interest in Schwab's Services The availability of the services described above from Schwab benefits us because we do not have to produce or purchase them. They are not contingent upon FRG committing any specific amount of business to Schwab in trading commissions or assets in custody. The fact that we receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than making such a decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. We believe, however, that taken in the aggregate our recommendation of Schwab as a custodian and broker is in the best interest of our clients. Our selection is primarily supported by the scope, quality and price of Schwab’s services, and not Schwab’s services that benefit only us. 2. Brokerage for Client Referrals FRG receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use FRG will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. B. Aggregating (Block) Trading for Multiple Client Accounts If FRG buys or sells the same securities on behalf of more than one client, then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, FRG would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, 13  however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. FRG would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts are reviewed regularly by the IAR and a sample are reviewed at least Quarterly by Benjamin D Johnson, Manager, or FRG’s CCO with regard to clients’ respective investment policies and risk tolerance levels. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). C. Content and Frequency of Regular Reports Provided to Clients Each client of FRG's advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. FRG will also provide at least quarterly a separate written statement to the client. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) FRG does not receive any economic benefit, directly or indirectly from any third party for advice rendered to FRG's clients. B. Compensation to Non – Advisory Personnel for Client Referrals FRG does not directly or indirectly compensate any person who is not advisory personnel for client referrals. 14  Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, FRG will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Custody is also disclosed in Form ADV because FRG has authority to transfer money from Client account(s), which constitutes a standing letter or authorization (SLOA). Accordingly, FRG will follow the safeguards specified by the SEC rather than undergo an annual audit. Item 16: Investment Discretion FRG provides discretionary and non-discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, FRG is authorized to manage the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. In some instances, FRG’s discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to FRG. Item 17: Voting Client Securities (Proxy Voting) FRG acknowledges its fiduciary obligation to vote proxies on behalf of those clients that have delegated to it, or for which it is deemed to have, proxy voting authority. FRG will vote proxies on behalf of a client solely in the best interest of the relevant client and has established general guidelines for voting proxies. FRG may also abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that a client’s interests are better served by abstaining. Further, because proxy proposals and individual company facts and circumstances may vary, FRG may vote in a manner that is contrary to the general guidelines if it believes that doing so would be in a client’s best interest to do so. If a proxy proposal presents a conflict of interest between FRG and a client, then FRG will disclose the conflict of interest to the client prior to the proxy vote and, if participating in the vote, will vote in accordance with the client's wishes. Clients may obtain a complete copy of the proxy voting policies and procedures by contacting FRG in writing and requesting such information. Each client may also request, by contacting FRG in writing, information concerning the manner in which proxy votes have been cast with respect to portfolio securities held by the relevant client during the prior annual period. 15  Item 18: Financial Information A. Balance Sheet FRG neither requires nor solicits prepayment of more than $1200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither FRG nor its management has any financial condition that is likely to reasonably impair FRG’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years FRG has not been the subject of a bankruptcy petition in the last ten years. 16