FLOWER CITY CAPITAL LLC

Flower City Capital LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Flower City Capital LLC. If you have any questions about the contents of this brochure, please contact us at (585)-236-8501 or by email at: info@flowercitycapital.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 Flower City Capital LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Flower City Capital LLC’s CRD number is: 281503. 1 Fishers Rd. Suite 220 Pittsford, NY, 14534 (585) 236-8501 info@flowercitycapital.com Registration does not imply a certain level of skill or training. Version Date: 03/11/2025 i  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of Flower City Capital LLC on 03/04/2024. Flower City Capital LLC’s has the following material changes to report. Material changes relate to Flower City Capital LLC’s policies, practices or conflicts of interests. • Michael E. Rizzolo, Thomas H Hawks III, and Vincent J Crane are Managers of Allens Creek Partners, LP, a private fund. (Item 10 and 11) i  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes ..................................................................................................................................... i Item 3: Table of Contents .................................................................................................................................... ii Item 4: Advisory Business .................................................................................................................................. 1 A. Description of the Advisory Firm ........................................................................................................... 1 B. Types of Advisory Services ...................................................................................................................... 1 C. Client Tailored Services and Client Imposed Restrictions .................................................................... 2 D. Wrap Fee Programs ................................................................................................................................. 3 E. Assets Under Management ...................................................................................................................... 3 Item 5: Fees and Compensation.......................................................................................................................... 3 A. Fee Schedule ............................................................................................................................................. 3 B. Payment of Fees ........................................................................................................................................ 4 C. Client Responsibility For Third Party Fees ............................................................................................ 4 D. Prepayment of Fees .................................................................................................................................. 4 E. Outside Compensation For the Sale of Securities to Clients ................................................................. 4 Item 6: Performance-Based Fees and Side-By-Side Management .................................................................... 4 Item 7: Types of Clients ....................................................................................................................................... 5 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ............................................................ 5 A. Methods of Analysis and Investment Strategies .............................................................................. 5 B. Material Risks Involved...................................................................................................................... 6 C. Risks of Specific Securities Utilized ................................................................................................... 7 Item 9: Disciplinary Information ........................................................................................................................ 9 A. Criminal or Civil Actions ................................................................................................................... 9 B. Administrative Proceedings............................................................................................................... 9 C. Self-regulatory Organization (SRO) Proceedings ............................................................................. 9 Item 10: Other Financial Industry Activities and Affiliations .......................................................................... 9 A. Registration as a Broker/Dealer or Broker/Dealer Representative ................................................ 9 Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity B. Trading Advisor ............................................................................................................................................ 9 ii  Registration Relationships Material to this Advisory Business and Possible Conflicts of C. Interests.......................................................................................................................................................... 9 D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections ..................................................................................................................................................... 10 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................. 10 A. Code of Ethics ................................................................................................................................... 10 B. Recommendations Involving Material Financial Interests ............................................................ 10 C. Investing Personal Money in the Same Securities as Clients......................................................... 10 D. Trading Securities At/Around the Same Time as Clients’ Securities ........................................... 11 Item 12: Brokerage Practices ............................................................................................................................. 11 A. Factors Used to Select Custodians and/or Broker/Dealers .......................................................... 11 1. Research and Other Soft-Dollar Benefits ..................................................................................... 11 2. Brokerage for Client Referrals ...................................................................................................... 12 3. Clients Directing Which Broker/Dealer/Custodian to Use ...................................................... 12 B. Aggregating (Block) Trading for Multiple Client Accounts .......................................................... 12 Item 13: Reviews of Accounts ........................................................................................................................... 12 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews ............................ 12 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts ......................................... 13 C. Content and Frequency of Regular Reports Provided to Clients .................................................. 13 Item 14: Client Referrals and Other Compensation ........................................................................................ 13 Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales A. Awards or Other Prizes) ............................................................................................................................. 13 B. Compensation to Non – Advisory Personnel for Client Referrals ................................................ 14 Item 15: Custody ............................................................................................................................................... 14 Item 16: Investment Discretion ......................................................................................................................... 15 Item 17: Voting Client Securities (Proxy Voting) ............................................................................................ 15 Item 18: Financial Information ......................................................................................................................... 15 A. Balance Sheet ..................................................................................................................................... 15 B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients .......................................................................................................................................................... 15 C. Bankruptcy Petitions in Previous Ten Years................................................................................... 15 iii  Item 4: Advisory Business A. Description of the Advisory Firm Flower City Capital LLC (hereinafter “FCC”) is a Limited Liability Company organized in the State of New York. The firm was formed in August 2015, and the principal owners are Michael Rizzolo, Thomas Hawks and Vincent Crane. B. Types of Advisory Services Portfolio Management Services FCC offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. FCC creates an Investment Policy Statement 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: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring FCC evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. FCC 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 Policy Statement, which is given to each client. FCC seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of FCC’s economic, investment or other financial interests. To meet its fiduciary obligations, FCC attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, FCC’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 FCC’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent, including initial public offerings ("IPOs") and other investment opportunities that might have a limited supply, among its clients on a fair and equitable basis over time.  Financial Planning Financial plans and financial planning may include, but are not limited to: investment planning; life insurance; tax concerns; retirement planning; college planning; and debt/credit planning. Services Limited to Specific Types of Investments in the gold and precious metal sectors), treasury FCC generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), insurance products including annuities, equities, ETFs inflation (including ETFs protected/inflation linked bonds, commodities, non-U.S. securities, venture capital funds and private placements, although FCC primarily recommends equity to a majority of its clients. FCC may use other securities as well to help diversify a portfolio when applicable. Written Acknowledgement of Fiduciary Status 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. C. Client Tailored Services and Client Imposed Restrictions FCC 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 FCC on behalf of the client. Concentrated positions in individual securities / funds are also considered. Pre-existing investments such as annuities as well as retirement plan allocations are taken into account. FCC may use “model portfolios” together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may not impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. 2  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, fund expenses, and other administrative fees. FCC does not participate in any wrap fee programs. E. Assets Under Management FCC has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $ 310,663,783 $ 22,924,282 December 2024 Item 5: Fees and Compensation A. Fee Schedule Asset-Based Fees for Portfolio Management Total Assets Under Management Annual Fee $0 - $1,000,000 1.00% $1,000,001 to $5,000,000 0.90% $5,000,001 to $10,000,000 0.70% $10,000,001 and above 0.50% The final fee schedule is attached as Exhibit II of the Investment Advisory Contract. Clients may terminate the agreement without penalty for a full refund of FCC's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract immediately upon written notice. Portfolio Management asset-based fees are negotiable, and the final negotiated fee will be set forth in the Advisory Contract. FCC uses the average daily balance of the account over the prior billing period for purposes of determining the market value of the assets upon which the advisory fee is based. 3  Financial Planning Fees Clients may terminate the agreement without penalty for a full refund of FCC's fees within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement generally upon written notice. The firm may charge fixed fees for financial planning services. These fees are negotiable. B. Payment of Fees Payment of Asset-Based 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. Fees are paid in arrears. Payment of Financial Planning Fees Financial planning fees are paid via check and wire. 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 FCC. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees FCC collects its fees in arrears. It does not collect fees in advance. E. Outside Compensation For the Sale of Securities to Clients Neither FCC nor its supervised persons accept any compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management FCC 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. 4  Item 7: Types of Clients FCC generally provides advisory services to the following types of clients: ❖ Individuals ❖ High-Net-Worth Individuals Minimum Account Size FCC's minimum account size is $1,000,000, but FCC may choose to waive the minimum. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis FCC’s methods of analysis include charting analysis, fundamental analysis, technical analysis, cyclical analysis, quantitative analysis and modern portfolio theory. Charting analysis involves the use of patterns in performance charts. FCC uses this technique to search for patterns used to help predict 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. Technical analysis involves the analysis of past market data; primarily price and volume. Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security. 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. 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 given level of expected return, each by carefully choosing the proportions of various asset. 5  Investment Strategies FCC uses long term trading. 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. 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. 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. 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. Quantitative Model Risk: 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. Modern Portfolio Theory assumes that investors are risk adverse, 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. Investment 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. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. 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. 7  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. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. Real Estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Annuities are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirement or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Private placements carry a substantial risk as they are subject to less regulation than are publicly offered securities, the market to resell these assets under applicable securities laws may be illiquid, due to restrictions, and the liquidation may be taken at a substantial discount to the underlying value or result in the entire loss of the value of such assets. Venture capital funds invest in start-up companies at an early stage of development in the interest of generating a return through an eventual realization event; the risk is high as a result of the uncertainty involved at that stage of development. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, delivery constraints and weather. Because of those risk factors, even a well-diversified investment in commodities can be uncertain. 8  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. 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 FCC 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 FCC 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. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Michael Rizzolo provides outsourced CFO and business transaction consulting for clients and non-clients. These consulting engagements may require significant expenditures of time and represent a potential conflict of interest of clients of FCC. FCC always acts in the 9  best interest of the client and clients are in no way required to the services of any representative of FCC in connection with such individual’s activities outside of FCC. Michael E. Rizzolo, Thomas H Hawks III, and Vincent J Crane are Managers of Allens Creek Partners, LP, a private fund. FCC will recommend investments in this private fund to those clients for which investment in the fund is suitable. This presents a conflict of interest in that FCC or its related persons may receive more compensation from investment in the fund than from other investments. Nevertheless, FCC acts in the best interest of the client consistent with its fiduciary duties and clients are not required invest in the private fund if they do not wish to do so. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections FCC does not utilize nor select third-party investment advisers. All assets are managed by FCC management. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics FCC 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. FCC's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests Michael E. Rizzolo, Thomas H Hawks III, and Vincent J Crane are Managers of Allens Creek Partners, LP, a private fund. FCC will recommend investments in this private fund to those clients for which investment in the fund is suitable. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of FCC may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of FCC 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. FCC will always document any 10  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. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of FCC may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of FCC 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, FCC will never engage in trading that operates to the client’s disadvantage if representatives of FCC 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 Custodians/broker-dealers will be recommended based on FCC’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 FCC may also consider the market expertise and research access provided by the broker- 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 FCC's research efforts. FCC will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. FCC recommends Charles Schwab & Co., Inc. Advisor Services. 1. Research and Other Soft-Dollar Benefits While FCC has no formal soft dollars program in which soft dollars are used to pay for third party services, FCC may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). FCC 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 FCC does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. FCC benefits by not having to produce or pay for the research, products or services, and FCC will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be 11  aware that FCC’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals FCC 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 FCC may permit clients to direct it to execute transactions through a specified broker- dealer. If a client directs brokerage, then the client will be required to acknowledge in writing that the client’s direction with respect to the use of brokers supersedes any authority granted to FCC to select brokers; this direction may result in higher commissions, which may result in a disparity between free and directed accounts; the client may be unable to participate in block trades (unless FCC is able to engage in “step outs”); and trades for the client and other directed accounts may be executed after trades for free accounts, which may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Not all advisors require or allow clients to direct brokerage. If client’s direct brokerages, then most favorable execution may not be achieved, which may cost the client more. B. Aggregating (Block) Trading for Multiple Client Accounts If FCC 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, FCC would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. FCC 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: Reviews of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for FCC's advisory services provided on an ongoing basis are reviewed at least quarterly by Michael Rizzolo, Principal, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at FCC are assigned to this reviewer. 12  All financial planning accounts are reviewed upon financial plan creation and plan delivery by Vince Crane, Chief Compliance Officer. There is only one level of review for financial planning, and that is the total review conducted to create the financial plan. 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). With respect to financial plans, FCC’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients Each client of FCC'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. FCC will also provide at least quarterly a separate written statement to the client. Each financial planning client will receive the financial plan upon completion. 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) Charles Schwab & Co., Inc. Advisor Services provides FCC with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For FCC client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. 13  Charles Schwab & Co., Inc. Advisor Services also makes available to FCC other products and services that benefit FCC but may not benefit its clients’ accounts. These benefits may include national, regional or FCC specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of FCC by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist FCC in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of FCC’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of FCC’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to FCC other services intended to help FCC manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to FCC by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to FCC. FCC is independently owned and operated and not affiliated with Charles Schwab & Co., Inc. Advisor Services. B. Compensation to Non – Advisory Personnel for Client Referrals FCC may, via written arrangement, retain third parties to act as solicitors for FCC’s investment management services. All compensation with respect to the foregoing will be fully disclosed to each client to the extent required by applicable law. FCC will ensure each solicitor is properly registered in all appropriate jurisdictions. All such referral activities will be conducted in accordance with Rule 206(4)- 1 under the Advisers Act, where applicable. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, FCC 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. Clients will also receive statements from FCC and are urged to compare the account statements they received from custodian with those they received from FCC. 14  Custody is also disclosed in Form ADV because FCC has authority to transfer money from client account(s), which constitutes a standing letter of authorization (SLOA). Accordingly, FCC will follow the safeguards specified by the SEC rather than undergo an annual audit. Item 16: Investment Discretion FCC provides discretionary and non-discretionary investment advisory services to clients. The Investment Advisory Contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, FCC generally manages 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, FCC’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 FCC. Item 17: Voting Client Securities (Proxy Voting) FCC will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet FCC 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 FCC nor its management has any financial condition that is likely to reasonably impair FCC’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years FCC has not been the subject of a bankruptcy petition in the last ten years. 15