LVW ADVISORS, LLC

DISCLOSURE BROCHURE 67 Monroe Ave. Pittsford, NY 14534 (585) 267-4900 www.lvwadvisors.com March 28, 2025 This brochure provides information about the qualifications and business practices of LVW Advisors, LLC (hereinafter “LVW Advisors” or the “Firm”). If you have any questions about the contents of this brochure, please contact Joseph Zappia at (585) 267-4900. 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 LVW Advisors is available on the SEC’s website at www.adviserinfo.sec.gov. LVW Advisors is an SEC registered investment adviser. Registration does not imply any level of skill or training. The oral and written communications of an Investment Adviser provide you with information from which you determine whether to hire or retain an Investment Adviser.  Item 2. Material Changes This Item of the Brochure summarizes m aterial changes that have been m ade to the Brochure since our annual updating am endm ent dated March 27, 2024. Since that annual updating am endm ent, we note the following: When LVW Advisors acts as an investm ent adviser to its clients, the Firm is acting as a fiduciary. Item 4 has been revised to state in plain English what it m eans to be a fiduciary and to affirm that nothing in LVW’s agreem ent with its clients should be interpreted as a lim itation of LVW’s fiduciary obligations under federal and state securities laws or as a waiver of any nonwaivable rights that clients possess. 2  Item 3. Table of Contents Item 1. Cover Page ...................................................................................................... 1 Item 2. Material Changes ............................................................................................. 2 Item 3. Table of Contents ............................................................................................. 3 Item 4. Advisory Business ............................................................................................ 4 Item 5. Fees and Com pensation .................................................................................... 7 Item 6. Perform ance-Based Fees and Side-by-Side Managem ent ....................................... 10 Item 7. Types of Clients ............................................................................................... 10 Item 8. Methods of Analysis, Investm ent Strategies and Risk of Loss ................................. 10 Item 9. Disciplinary Inform ation .................................................................................... 13 Item 10. Other Financial Industry Activities and Affiliations ............................................... 13 Item 11. Code of Ethics, Participation in Client Transactions and Personal Trading ................17 Item 12. Brokerage Practices ........................................................................................ 17 Item 13. Review of Accounts.......................................................................................... 19 Item 14. Client Referrals and Other Com pensation ........................................................... 20 Item 15. Custody ........................................................................................................ 21 Item 16. Investm ent Discretion...................................................................................... 22 Item 17. Voting Client Securities ................................................................................... 22 Item 18. Financial Inform ation ...................................................................................... 22 3  Item 4. Advisory Business LVW Advisors, LLC (“LVW Advisors,” “we,” “us,” or the “Firm ”) is an investm ent advisory firm that has been providing custom and comprehensive wealth m anagement services since October 2011. LVW Advisors conducts certain business as LVW Flynn. The Firm provides a full suite of sophisticated services including investment and wealth m anagement, financial planning, research, and consulting to high net worth individuals, trusts, estates, private foundations, and business entities. LVW Advisors is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, LVW Advisors is a wholly owned indirect subsidiary of Focus LLC. Focus Financial Partners Inc. is the sole m anaging member of Focus LLC. Ultim ate governance of Focus LLC is conducted through the board of directors at Ferdinand FFP Ultim ate Holdings, LP. Focus LLC is m ajority-owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investm ent vehicles affiliated with Stone Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because LVW Advisors is an indirect, wholly owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of LVW Advisors. Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firm s, business managers and other firm s (the “Focus Partners”), m ost of which provide wealth m anagement, benefit consulting and investment consulting services to individuals, fam ilies, employers, and institutions. Some Focus Partners also m anage or advise lim ited partnerships, private funds, or investm ent companies as disclosed on their respective Form ADVs. LVW Advisors is m anaged by Lori Van Dusen, Joseph Zappia, and Jeffrey Wagner (“LVW Advisors Principals”) pursuant to a m anagement agreement between Focus Financial Partners, LLC; LRCC, LLC; LVW Flynn, LLC; Lori Van Dusen; Joseph Zappia; and Jeffrey Wagner. LVW Advisors Principals serve as leaders and officers of LVW Advisors and are responsible for the m anagem ent, supervision, and oversight of LVW Advisors. We offer clients the option of obtaining certain financial solutions from unaffiliated third -party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates, “UPTIQ”). We help our clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent com pany, Focus Financial Partners, LLC. Please see Items 5 and 10 for a fuller discussion of these services and other im portant inform ation. We have a business arrangement with SCS Capital Managem ent LLC (“SCS”), which is an indirect, wholly owned subsidiary of Focus LLC, under which we are recommending that certain of our clients invest in certain private investment vehicles m anaged by SCS. We are an affiliate of this Focus firm by virtue of being under common control with it. Please see Item s 5, 10, and 11 of this Brochure for further details. This Disclosure Brochure provides im portant information about the qualifications and business practices of LVW Advisors. Certain sections may also describe the activities of Supervised Persons. Supervised Persons are any of the Firm ’s officers, partners, directors (or other persons occupying a sim ilar status or perform ing sim ilar functions), or em ployees, or any other person who provides investment advice on LVW Advisors’ behalf and is subject to their supervision or control. Prior to engaging LVW Advisors to provide investment advisory services, the client is required to enter into one or more written agreements with the Firm setting forth the terms and conditions under which LVW Advisors renders its services (collectively the “Agreem ent”). We are restating here, in plain English, what it m eans for us to be a fiduciary to you. 4  When acting as your investment adviser, we are acting as your fiduciary. As such, we have duties of care and of loyalty to you and are subject to obligations im posed on us by the federal and state securities laws. As a result, you have certain rights that cannot be waived or lim ited by any contracts between you and us. Nothing in our Agreement with you should be interpreted as a lim itatio n of our fiduciary obligations under federal and state securities laws or as a waiver of any nonwaivable rights that you possess. Our existing form of client advisory agreements contain provisions about lim ited circumstances in which we will not be liable to you. Those provisions do not prevent you from asserting that we have not m et our fiduciary obligations if you in fact believe that we have not. Investment Advisory Services and Wealth Management for Individuals Clients can engage LVW Advisors to m anage all or a portion of their assets on a discretionary or nondiscretionary basis. The securities utilized by LVW Advisors for investment in client accounts mainly consist of registered m utual funds and exchange traded funds (ETFs), but we m ay invest directly in equity securities, corporate bonds, REITS, and certain private fund vehicles, am ong others, if we determine such investments fit within a client’s objectives and are in the best interest of our clients. In addition, we utilize Independent Managers (defined below) for client accounts. LVW Advisors seeks to allocate clients’ investm ents in a m anner suitable for their goals and objectives. Please refer to Item 8 for detailed inform ation on our m ethod of analysis and the risks involved with the types of securities we utilize. LVW Advisors offers discretionary and non-discretionary advisory services to 401K plans and other employer sponsored retirem ent plans, which m ay include, depending on the needs of the plan client, recommending, or for discretionary clients selecting, investment options for plans to offer to participants, ongoing monitoring of a plan’s investm ent options, assisting plan fiduciaries in creating and/or updating the plan’s written investment policy statements, working with plan service providers, and providing general investm ent education to plan participants. LVW Advisors is a fiduciary under the Em ploym ent Retirem ent Income Security Act of 1974, as am ended (“ERISA”), with respect to investm ent m anagement services and investment advice provided to ERISA plans and ERISA plan participants. LVW Advisors is also a fiduciary under section 4975 of the Internal Revenue Code of 1986, as am ended (the “IRC”) with respect to investment m anagement services and investm ent advice provided to individual retirement accounts (“IRAs”), ERISA plans, and ERISA plan participants. As such, LVW Advisors is subject to specific duties and obligations under ERISA and the IRC, as applicable, that include, am ong other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice, the fiduciary must either avoid certain conflicts of interest or rely upon an applicable prohibited transaction exem ption. As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations im posed on us by the federal and state securities laws. As a result, you have certain rights that you cannot waive or lim it by contract. Nothing in our agreem ent with you should be interpreted as a lim itation of our obligations under the federal and state securities laws or as a waiver of any unwaivable rights you possess. LVW Advisors offers personal com prehensive financial planning services to set forth goals, objectives, and im plem entation strategies for the client over the long-term . The financial plan m ay include recommendations for retirem ent planning, educational planning, estate planning, cash flow planning, tax planning and insurance needs and analysis. LVW Advisors prepares and provides the financial planning client with a written com prehensive financial plan and perform s quarterly, sem i-annual, or annual reviews of the plan with the client. In addition, LVW Advisors m ay assist 5  certain clients in sourcing loans. Clients should notify us promptly anytim e there is a change in their financial situation, goals, objectives, or needs and/or if there is any change to the financial inform ation initially provided to us. We also provide consulting services for clients who currently operate their own business, are considering starting a business, or are planning for an exit from their current business. Under this type of engagement, we work with clients to assess their current situation, identify their objectives, educate them on potential options for financing and cash flow strategies, and develop a plan aim ed at achieving their goals. We im plem ent investment advice on behalf of clients in certain held -away accounts – for exam ple, 401(k) or 529 plan accounts – m aintained either at the custodians with whom we have an institutional relationship or at other independent third-party custodians. We have the capability to review, m onitor, and m anage these held-away accounts in a fashion sim ilar to the way in which we review, m onitor, and m anage accounts that are not held away. Investment Advisory Services for Institutions LVW Advisors also provides customized investment advisory services to institutional clients, including corporate pension plans, foundations, endowments, nonprofits, and other tax-exem pt entities. Institutional clients m ay engage LVW Advisors to m anage all or a portion of their assets on a discretionary or nondiscretionary basis. The securities utilized by LVW Advisors for investment in client accounts mainly consist of registered mutual funds and exchange traded funds (ETFs), but we m ay invest directly in e quity securities, corporate bonds, REITs, and certain private fund vehicles, among others, if we determ ine such investments fit within a client’s objectives and are in the best interest of our clients. We also utilize Independent Managers for institutional client accounts. LVW Advisors seeks to allocate clients’ investments in a m anner suitable for their goals and objectives. With respect to our services, we view ourselves as an extension of both the investm ent committee and the trustees, and work to add value and im prove the effectiveness in all aspects of m anaging the institutional investm ent process. We work with our institutional clients to understand how the pool of assets fits within the broader organization, identify risk tolerance and liquidity needs, and establish strategic asset allocations. Once the portfolio has been built, we conduct ongoing m onitoring and oversight to evaluate progress toward the established goals. We act as a single point of contact between our clients’ custodians, investm ent m anagers, and attorneys, and often work directly with an organization’s auditors to sim plify and streamline the investment aspects of the audit process. We also offer com prehensive support to the Finance office / CFO with operational im plementation, including assistance in review and com pletion of required subscription docum ents and m anager agreem ents. Please refer to Item 8 for detailed inform ation on our m ethod of analysis and the risks involved with the types of securities we utilize. Use of Independent Managers As m entioned above, LVW Advisors recommends that certain clients authorize the active discretionary m anagement of a portion of their assets by and/or am ong certain independent investment m anagers (“Independent Managers”), based upon the stated investment objectives of the client. The Firm conducts due diligence of the independent m anagers and continues to m onitor and review the client’s account perform ance and investm ent objectives. 6  When selecting an Independent Manager for a client, LVW Advisors reviews inform ation about the Independent Manager such as the disclosure brochure and/or m aterial supplied by the Independent Manager or independent third parties for a description of the Independent Manager’s investment strategies, past perform ance, and risk results to the extent available. Factors that the Firm considers in recommending an Independent Manager include the client’s stated investm ent objectives, m anagement style, perform ance, reputation, financial strength, reporting, pricing, and research. The investm ent m anagement fees charged by the designated Independent Managers, any fee charged by their platform m anager, and the fees charged by the corresponding designated broker dealer/c ustodian of the client’s assets, are generally exclusive of, and in addition to, LVW Advisors’ investm ent advisory fee. The client m ay incur additional fees to those charged by the Firm , the designated Independent Managers, and the corresponding broker dea ler and custodian. In addition to LVW Advisors’ written disclosure brochure, the client also receives the written disclosure brochure of the designated Independent Manager. Information Received from Client LVW Advisors will not assum e any responsibility for the accuracy of the inform ation provided by the client. We are not obligated to verify any inform ation received from the client or other professionals (e.g., attorney, accountant, etc.) designated by client, and LVW Advisors is expressly authorized by the client to rely on such information provided. Under all circum stances, clients are responsible for promptly notifying LVW Advisors in writing of any m aterial changes to the client’s financial situation, investment objectives, tim e horizon, or risk tolerance. In the event that a client notifies LVW Advisors of changes in the client’s financial circum stances or investment objectives, we will review such changes and recom m end any necessary revisions to the client’s portfolio. Clients are advised to prom ptly notify LVW Advisors if they wish to im pose any reasonable restrictions upon the Firm’s m anagement services. Clients m ay im pose reasonable restrictions or m andates on the m anagement of their account if, in LVW Advisors’ sole discretion, the conditions will not m aterially im pact the perform ance of a portfolio strategy or prove overly burdensome to its m anagement efforts. LVW Advisors cannot provide any guarantees or prom ises that a client’s financial goals and objectives will be m et. Assets Under Management As of December 31, 2024, LVW Advisors had $2,281,803,093 in assets under m anagement, of which $1,779,773,640 was m anaged on a discretionary basis and $502,029,453 was m anaged on a non-discretionary basis. Item 5. Fees and Compensation Investment Management Fees LVW Advisors generally provides its services (which m ay include financial planning and consulting) for an advisory fee based upon a percentage of the market value of the client’s assets. The advisory fee varies, depending upon the market value of the assets under m anagem ent, and generally coincides with the following annual fee schedule: 7  PORTFOLIO VALUE First $10,000,000 Next $15,000,000 Next $25,000,000 Above $50,000,000 ANNUAL FEE 1.00% 0.50% 0.40% 0.30% The Firm ’s advisory fee is prorated and payable quarterly, in advance, based upon the m arket value of the assets on the last day of the previous quarter. All advisory fees are negotiable. LVW Advisors, in its sole discretion, m ay require a greater annual fee than the m aximum am ount set forth in the table above, if the Firm deems the account size, com plexity, service to be provided or other factors warrant a higher advisory fee. The Firm also reserves the right to negotiate a lesser advisory fee with certain clients based upon any of a num ber of criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar am ount of assets to be m anaged, related accounts, account com position, preexisting client, account retention, or pro bono activities. Fees are assessed on cash and cash equivalents in certain situations. Accrued interest and m argin or other borrowing balances generally are included in the m arket value on which fees are assessed. In lim ited circum stances, the Firm m ay also provide these services for a fixed advisory fee which will be negotiated on a case-by-case basis. As m entioned above, clients m ay also engage LVW Advisors to provide advice regarding loans. In such circum stances, LVW Advisors will work with clients to determine what their needs are, find an appropriate loan, and then provide advice regarding the loan on an ongoing basis. LVW Advisors has a conflict in providing these services because the Firm does not receive an advisory fee unless clients receive a loan. We offer clients the option of obtaining certain financial solutions from unaffiliated third -party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates, “UPTIQ”). Focus Financial Partners, LLC (“Focus”) is a m inority investor in UPTIQ, Inc. UPTIQ is com pensated by sharing in the revenue earned by such third-party financial institutions for serving our clients. The revenue paid to UPTIQ also benefits UPTIQ, Inc.’s investors, including Focus, our parent com pany. When legally perm issible, UPTIQ also shares a portion of this earned revenue with our affiliate, Focus Solutions Holdings, LLC (“FSH”). For securities-backed lines of credit (“SBLOCs”) made to our clients, UPTIQ will share with FSH up to 75% of all revenue it receives from such third-party financial institutions. For other loans (except residential m ortgage loans) m ade to our clients, UPTIQ will share with FSH up to 25% of all revenue it receives from such third-party financial institutions. For cash m anagement products and services provided to our clients, UPTIQ will share with FSH up to 33% of all revenue it receives from the third -party financial institutions and other interm ediaries that provide adm inistrative and settlement services in connection with this program. Although the am ount of these revenue-sharing payments to FSH is not charged directly in the calculation of the interest rate paid by clients on credit solutions facilitated by UPTIQ or the yield earned by clients on cash m anag ement solutions facilitated by UPTIQ, the com pensation earned by UPTIQ is an expense of the third -party financial institutions that inform s the interest rate paid by clients on credit solutions and the yield earned by clients on cash m anagement solutions. Further inform ation on this conflict of interest is available in Item 10 of this Brochure. We help our clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent com pany, Focus Financial Partners, LLC. FRS assists our clients with regulated insurance sales activity by advising our clients on insurance m atters and placing insurance products for them and/or referring our clients to certain third-party insurance brokers (the “Brokers”), with whom FRS has agreements, which either separately or togethe r with FRS place insurance products for them. If FRS places an insurance product or refers one of our clients to a Broker and there is a subsequent purchase of insurance through the Broker, then FRS will receive a portion of the upfront and/or ongoing commissions associated with the sale by the insurance carrier with which 8  the policy was placed. The am ount of revenue earned by FRS for the sale of these insurance products will vary over tim e in response to m arket conditions and will also differ based on the type of insurance product sold and which Broker placed the policy. Additionally, in exchange for allowing certain of the Brokers to participate in the FRS platform and, thereby, to offer their services to our clients and certain of our affiliates’ clients, FRS receives periodic fees (the “Plat form Fees”) from such Brokers. The Platform Fees are expected to change over time. Such Platform Fees are revenue for FRS and, ultim ately, for our com mon parent company, Focus, but we do not share in such revenue. FRS also indirectly benefits from our clients’ use of the services insofar as such use incentivizes the Brokers to m aintain their relationship with FRS and to continue paying Platform Fees to FRS, which could also support increases in the overall am ount of the Platform Fee rates in the future. Further inform ation on this conflict of interest is available in Item 10 of this Brochure. We do not receive any com pensation from the Focus firm , SCS, in connection with assets that our clients place in the Focus firm ’s pooled investment vehicles. Our clients are not advisory clients of and do not pay advisory fees to SCS. However, our clients bear the costs of the SCS investm ent vehicle(s) in which they are invested, including any m anagement fees and perform ance fees payable to SCS. The allocation of our client assets to another Focus firm’s pooled investment vehicles, rather than to an unaffiliated investm ent manager, increases that firm ’s compensation and the revenue to Focus LLC relative to a situation in which our clients are invested in unaffiliated pooled investment vehicles. As a consequence, Focus LLC has a financial incentive to encourage us to recommend that our clients invest in SCS pooled investm ent vehicles. Please refer to Item s 10 and 11 for additional inform ation. Additional Fees LVW Advisors’ advisory fee is exclusive of, and in addition to, brokerage commissions, transactions fees, custodial fees and other charges and expenses which are im posed by the broker-dealers and custodians who hold and trade clients’ assets. For certain clients, we charge an advisory fee for services provided with respect to the held -away accounts m entioned in Item 4 above, just as we do with client accounts that are not held away. The fees charged by us for m anaging held- away accounts are identical to the fees we charge for m anaging accounts that are not held away. Clients are also responsible for the fees charged by Independent Managers and any fee charged by their platform m anager, fees im posed by hedge fund m anagers and private equity fund m anagers, and charges im posed directly by a m utual fund or exchange-traded fund (“ETF”) in the account, which are disclosed in the fund’s prospectus (e.g., fund m anagement fees and other fund expenses). Such charges, fees and com missions are exclusive of and in addition to LVW Advisors’ advisory fee. Additionally, certain Independent Managers m ay im pose m ore restrictive account requirements than LVW Advisors, and varying billing practices. In such instances, LVW Advisors m ay alter its corresponding account requirements and/or billing practices to accom m odate those of the Independent Managers. In regard to retirem ent plan clients, the plan and/or its participants will also be subject to fees charged by the plan adm inistrator, which m ay include an asset-based charge at the plan level, specific fees for services such as plan loans and withdrawals, transaction-based fees and such other fees and expenses as agreed to by the plan and the plan adm inistrator. Such charges and fees are exclusive of and in addition to LVW Advisors’ advisory fee. Fee Debit 9  LVW Advisors’ Investment Management Agreement and the separate agreement with any financial institutions may authorize LVW Advisors or Independent Managers to debit the client’s account for their fee and to directly rem it that m anagement fee to LVW Advisors or the Independent Managers. Any financial institutions recommended by LVW Advisors have agreed to send a statem ent to the client, at least quarterly, indicating all am ounts disbursed from the account including the am ount of m anagement fees paid directly to LVW Advisors. Alternatively, clients m ay elect to have LVW Advisors send an invoice for paym ent. Fees for Management During Partial Quarters of Service For the initial period of investm ent m anagement services, the advisory fees are calculated on a pro rata basis. The Agreem ent between LVW Advisors and the client will continue in effect until terminated by either party pursuant to the term s of the Agreem ent. The Firm ’s advisory fees are prorated through the date of term ination and any rem aining balance is charged or refunded to the client, as appropriate. If assets are deposited into or withdrawn from an account after the inception of a quarter that exceed 10% of the portfolio value prior to the withdrawal, the advisory fee payable with respect to such assets will be prorated based on the num ber of days rem aining in the quarter. Clients m ay m ake additions to and withdrawals from their account at any tim e, subject to LVW Advisors’ right to term inate an account. Additions m ay be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or decline to accept certain securities into a client’s account. Clients m ay withdraw account assets on notice to LVW Advisors, subject to the usual and customary securities settlement procedures as well as security -level addition and withdrawal restrictions. However, the Firm designs its portfolios as long -term investments, and the withdrawal of assets m ay im pair the achievement of a client’s investm ent objectives. LVW Advisors m ay consult with its clients about the options and ram ifications of transferring securities. However, clients are advised that when transferred securities are liquidated, they are subject to transaction fees, fees assessed at the m utual fund level (i.e., contingent deferred sales charge) and/or tax ram ifications. Item 6. Performance-Based Fees and Side-by-Side Management LVW Advisors does not provide any services for performance-based compensation (i.e., fees assessed based on a share of capital gains on or capital appreciation of a client’s assets). Consequently, LVW Advisors does not engage in side -by- side m anagement of accounts that are charged a perform ance-based fee with accounts that are charged another type of fee (such as assets under m anagem ent). Item 7. Types of Clients LVW Advisors generally provides its services to individuals and fam ilies, including prominent entrepreneurs, executives, athletes, artists and entertainers; foundations, fam ily partnerships, lim ited partnerships, and not-for-profit institutions prim arily in healthcare and education; and retirem ent plans. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss 10  Methods of Analysis & Investment Strategies The Firm consults with clients initially and on an ongoing basis to develop an investment plan that is customized to each client’s goals and objectives. This plan is generally m emorialized in an Investm ent Policy Statem ent (“IPS”) that incorporates an asset allocation plan that the Firm believes is constructed to assist the client in achieving their desired goals while taking levels of risk determined appropriate for the client. The IPS focuses on issues such as short and long- term risk tolerance, liquidity needs, allowable investment options and strategies for im plementation. Once created, the IPS seeks to clearly articulate the latitude and boundaries for a diversified portfolio m anaged by the Firm . The Firm believes asset allocation and diversification are the prim ary m echanisms for aligning a portfolio’s risk and return profile with the client’s investment objectives. Moreover, the Firm believes a client’s portfolio should be designed and allocated to em phasize consistent performance in all m arket cycles without significantly eroding the principal value of the portfolio. Risk m anagement and diversification are crucial to protect against potentially challenging m arkets. The Firm generally em ploys Monte Carlo sim ulation analysis in an effort to quantify and illustrate the am ount of risk that m ust be undertaken in seeking to m eet a client’s investm ent objectives. To im plement each client’s individualized plan, the Firm m ay allocate investment assets am ong Independent Managers. The Firm uses passive and active Independent Managers, as well as alternative investm ent strategies when appropriate. The Firm generally has discretionary authority to select the Independent Managers, and then m onitors and reviews the client’s account performance against the investment objectives. Factors that the Firm considers in recommending each Independent Manager include the m anagement style, historical performance, reputation, financial strength, reporting, pricing, research, and the client’s stated investm ent objectives. In addition to assisting its clients in developing and m aintaining a long -term strategic asset allocation plan, the Firm also believes that it is necessary to take advantage of potential opportunities, such as short -term m arket dislocations which drive its tactical approach. The Firm seeks to identify these opportunities on a regular basis and presents them if it believes they would be appropriate given a particular client’s risk tolerance. Moreover, the Firm strives to be cognizant of potential risks. Another way it assesses risk is through the use of m ulti- scenario “stress tests.” These tests provide a sense of how portfolios m ight be expected to perform in various near - term economic environments and facilitate discussions on whether a client’s allocation is appropriate given the range of potential outcom es. The Firm also utilizes non-traditional investm ents m anaged by Independent Managers with the goal of increasing diversification and lowering the overall volatility of client portfolios. The Firm dedicates a significant portion of its resources to researching non-traditional investments including hedge funds, private equity, private real estate, and com modities, as those asset classes m ay m ake up significant portions of its clients’ portfolios at any particular time. The Firm believes these strategies can offer a potential for added value. Risks of Loss Investing in securities involves a significant risk of loss which clients should be prepared to bear. LVW Advisors’ investm ent recommendations are subject to various market, currency, economic, political, and business risks, and such investm ent decisions may not always be profitable. Clients should be aware that there m ay be a loss or depreciation to the value of the client’s account. There can be no assurance that the client’s investm ent objectives will be attained. Use of Independent Managers 11  As stated above, LVW Advisors m ay recommend the use of Independent Managers to its clients. The Firm will continue to perform ongoing due diligence of such m anagers, but such recommendations rely, to a great extent, on the Independent Managers’ ability to successfully im plement their investment strategy. In addition, LVW Advisors does not have the ability to supervise the Independent Managers on a day-to-day basis, other than as previously described in response to Item 4, above. Use of Private Collective Investment Vehicles As previously stated, LVW Advisors m ay recommend the investm ent by certain qualified clients in privately placed collective investment vehicles. The m anagers of these vehicles will have broad discretion in selecting the investments. There are few lim itations on the types of securities or other financial instrum ents which m ay be traded and no requirem ent to diversify. These funds m ay trade on m argin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, becaus e som e of these vehicles are not registered as investment com panies, there is an absence of regulation. Private equity fund investm ents are illiquid. There are num erous other risks in investing in these securities. The client will receive a private plac em ent m emorandum and/or other documents explaining such risks. Mutual Funds and ETFs An investm ent in a m utual fund or ETF involves risk, including the loss of principal, which clients should be prepared to bear. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund -level capital gains, as m utual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corre sponding loss. Shares of m utual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a m utual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the m arket value of the fund’s holdings. The trading prices of a m utual fund’s shares m ay differ significantly from the NAV during periods of m arket volatility, which m ay, am ong other factors, lead to the m utual fund’s shares trading at a prem ium or discount to NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary m arket. Generally, ETF shares trade at or near their m ost recent NAV, which is generally calculated at least once daily for indexed-based ETFs and m ore frequently for actively m anaged ETFs. However, certain inefficiencies m ay cause the shares to trade at a prem ium or discount to their pro rata NAV. There is also no guarantee that an active secondary m arket for such shares will develop or continue to exis t. Generally, an ETF only redeems shares when aggregated as creation units (usually 50,000 shares or m ore). Therefore, if a liquid secondary m arket ceases to exist for shares of a particular ETF, a shareholder m ay have no way to dispose of such shares. Options Options allow investors to buy or sell a security at a contracted “strike” price (not necessarily the current market price) at or within a specific period of tim e. Clients m ay pay or collect a prem ium for buying or selling an option. Investors transact in options to either hedge (lim it) losses in an attem pt to reduce risk or to speculate on the performance of the underlying securities. Options transactions contain several inherent risks, including the partial or total loss of principal in the event that the value of the underlying security or index does not increase/decrease to the level of the respective 12  strike price. Holders of options contracts are also subject to default by the option writer which m ay be unwilling or unable to perform its contractual obligations. Cybersecurity Cybersecurity risk is related to unauthorized access to the systems and networks of LVW Advisors and its service providers. The com puter systems, networks and devices used by LVW Advisors and its service providers carry out routine business operations for the Firm and clients and employ a variety of protections designed to prevent damage or interruption from com puter viruses, network failures, com puter and telecommunication failures, infiltration by unauthorized persons, and security breaches. Despite the various protections employed, systems, networks and devices can potentially be breached. A client could be negatively im pacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other m alicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or we bsite access or functionality. Cybersecurity breaches m ay cause disruptions and im pact business operations, potentially resulting in financial losses to a client; im pediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational dam age, reim bursement or other compensation costs, or other com pliance costs; as well as the inadvertent release of confidential inform ation. Sim ilar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial m arket operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs m ay be incurred by those entities in order to prevent any cybersecurity breaches in the future. Item 9. Disciplinary Information The Firm is required to disclose the facts of any legal or disciplinary events that are m aterial to a client’s evaluation of its advisory business or the integrity of m anagement. LVW Advisors does not have any required disclosures under this item . Item 10. Other Financial Industry Activities and Affiliations LVW Advisors is required to disclose any relationship or arrangem ent that is m aterial to its advisory business or to its clients with certain related persons. The Firm has described such relationships below. LVW Advisors has a Solicitor Agreem ent to solicit clients on behalf of Focus Partners Wealth, LLC, a Focus firm that is, like us, an indirect, wholly owned subsidiary of Focus LLC. Focus Partners Wealth pays LVW Advisors a referral fee for successful referrals to Focus Partners Wealth for investm ent advisory services. LVW Advisors is a licensed insurance agency and has entered into a referral and revenue sharing arrangement with the unaffiliated insurance agency TDC Life, Inc. (“TDC”). Pursuant to this agreem ent, LVW Advisors will refer prospective life insurance clients to TDC, TDC will serve as the writing agent for any insurance applications resulting from such referrals, and LVW Advisors m ay be paid a percentage of the insurance product commissions earned on these life insurance sales. 13  The above listed referral and revenue sharing arrangements present conflicts of interest to the extent that LVW Advisors and/or personnel of LVW Advisors are incentivized to m ake recommendations to these firm s based on the referral and revenue sharing fees to be paid and/or any other indirect benefit being received. As part of LVW Advisors ’ fiduciary duty to its clients, LVW Advisors and its personnel endeavor at all tim es to put the interests of clients first, and recommendations will only be m ade to the extent that they are reasonably believed to be in the best interests of the client. Additionally, the conflicts presented by these practices are disclosed to clients through this Brochure. Clients are not obligated to utilize any of the services offered through any of the above listed firm s. Clients have the option to utilize insurance, advisory and other services through firm s other than those listed above. Furtherm ore, clients should understand that lower fees for com parable services m ay be available fro m firm s other than those listed above. Under certain circum stances we recom mend that our clients invest in pooled investm ent vehicles m anaged by SCS Capital Managem ent LLC (“SCS”). SCS provides these services to such clients pursuant to lim ited liability company agreem ent or lim ited partnership agreem ent documents and in exchange for a fund -level m anagement fee and perform ance fee paid by our clients and not by us. SCS, like us, is an indirect wholly owned subsidiary of Focus LLC and is therefore under common control with us. The allocation of o ur clients’ assets to the Focus firm ’s pooled investment vehicles, rather than to an unaffiliated investm ent m anager, increases SCS’s com pensation and the revenue to Focus LLC relative to a situation in which our clients are excluded from the Focus firm ’s pooled investm ent vehicles. As a consequence, Focus LLC has a financial incentive to encourage us to recommend that our clients invest in SCS’s pooled investm ent vehicles, which creates a conflict of interest with clients who invest, or are eligible to invest, in SCS’s pooled investm ent vehicles. More inform ation about Focus LLC can be found at www.focusfinancialpartners.com . We believe this conflict is m itigated because of the following factors: (1) this arrangem ent is based on our reasonable belief that investing a portion of our clients’ assets in SCS’s investment vehicles m anaged is in the best interest of the clients; (2) SCS and its investm ent vehicles have m et the due diligence and perform ance standards that we apply to outside, unaffiliated investment m anagers; (3) clients will invest in the pooled investment vehicles on a nondiscretionary basis through the completion of subscription documentation; (4) subject to redemption restrictions, we are willing and able to recommend that our clients reallocate their assets to other unaffiliated or affiliated investm ent vehicles, in part or in whole, if SCS’s services become unsatisfactory in our judgm ent and at our sole discretion; and (5) we have fully and fairly disclosed the m aterial facts regarding this relationship, including in this Brochure, and our clients who invest in the Focus firm ’s pooled investm ent vehicles have given their inform ed consent to those investm ents. Focus Financial Partners As noted above in response to Item 4, certain investment vehicles affiliated with CD&R collectively are indirect majority owners of Focus LLC, and certain investm ent vehicles affiliated with Stone Point are indirect owners of Focus LLC. Because LVW Advisors is an indirect, wholly owned subsidiary of Focus LLC, CD&R and Stone Point investm ent vehicles are indirect owners of LVW Advisors. UPTIQ Credit and Cash Management Solutions We offer clients the option of obtaining certain financial solutions from unaffiliated third -party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates, “UPTIQ”). These third - party financial institutions are banks and non-banks that offer credit and cash m anagement solutions to our clients, as well as certain other unaffiliated third parties that provide adm inistrative and settlement services to facilitate UPTIQ’s cash m anagement solutions. UPTIQ acts as an interm ediary to facilitate our clients’ access to these credit and cash m anagem ent solutions. We are a wholly owned subsidiary of Focus Financial Partners, LLC (“Focus”). Focus is a m inority investor in UPTIQ, Inc. UPTIQ is com pensated by sharing in the revenue earned by such third -party financial institutions for serving our clients. 14  The revenue paid to UPTIQ also benefits UPTIQ, Inc.’s investors, including Focus. When legally perm issible, UPTIQ also shares a portion of this earned revenue with our affiliate, Focus Solutions Holdings, LLC (“FSH”). For securities-backed lines of credit (“SBLOCs”) m ade to our clients, UPTIQ will share with FSH up to 75% of all revenue it receives from such third-party financial institutions. For other loans (except residential m ortgage loans) m ade to our clients, UPTIQ will share with FSH up to 25% of all revenue it receives from such third-party financial institutions. For cash m anagement products and services provided to our clients, UPTIQ will share with FSH up to 33% of all revenue it receives from the third-party financial institutions and other interm ediaries that provide adm inistrative and settlement services in connection with this program . Although the am ount of these revenue-sharing payments to FSH is not charged directly in the calculation of the interest rate paid by clients on credit solutions facilitated by UPTIQ or the yield earned by clients on cash m anagement solutions facilitated by UPTIQ, the com pensation earned by UPTIQ is an expense of the third -party financial institutions that inform s the interest rate paid by clients on credit solutions and the yield earned by clients on cash m anagement solutions. This revenue is also revenue for FSH’s and our com mon parent com pany, Focus. Additionally, the volum e generated by our clients’ transactions allows Focus to negotiate better terms with UPTI Q, which benefits Focus and us. Accordingly, we have a conflict of interest when recommending UPTIQ’s services to clients because of the com pensation to our affiliates, FSH and Focus, and the transaction volum e to UPTIQ. We m itigate this conflict by: (1) fully and fairly disclosing the m aterial facts concerning the above arrangements to our clients, including in this Brochure; and (2) offering UPTIQ’s solutions to clients on a strictly nondiscretionary and fully disclosed basis, and not as part of any discretionary investment services. Additionally, we note that clients who use UPTIQ’s services will receive product-specific disclosures from the third-party financial institutions and other unaffiliated third -party interm ediaries that provide services to our c lients. We have an additional conflict of interest when we recommend credit solutions to our clients because our interest in continuing to receive investment advisory fees from client accounts gives us a financial incentive to recommend that clients borrow m oney rather than liquidate som e or all of the assets we m anage. Credit Solutions Clients retain the right to pledge assets in accounts generally, subject to any restrictions im posed by clients’ custodians. While credit solution programs that we offer facilitate secured loans through third -party financial institutions, clients are free instead to work directly with institutions outside such programs. Because of the lim ited num ber of participating third-party financial institutions, clients m ay be lim ited in their ability to obtain as favorable loan term s as if the client were to work directly with other banks to negotiate loan term s or obtain other financial arrangem ents. Clients should also understand that pledging assets in an account to secure a loan involves additional risk and restrictions. A third-party financial institution has the authority to liquidate all or part of the pledged securities at any tim e, without prior notice to clients and without their consent, to m aintain required collateral levels. The third -party financial institution also has the right to call client loans and require repaym ent within a short period of tim e; if the client cannot repay the loan within the specified tim e period, the third-party financial institution will have the right to force the sale of pledged assets to repay those loans. Selling assets to m aintain collateral levels or calling loans m ay result in asset sales and realized losses in a declining m arket, leading to the permanent loss of capital. These sales also m ay have adverse tax consequences. Interest paym ents and any other loan -related fees are borne by clients and are in addition to the advisory fees that clients pay us for m anaging assets, including assets that are pledged as collateral. The returns on pledged assets m ay be less than the account fees and interest paid by the account. Clients should consider carefully and skeptically any recommendation to pursue a m ore aggress ive investment strategy in order to support the cost of borrowing, particularly the risks and costs of any such strategy. More generally, before borrowing funds, a client should carefully review the loan agreem ent, loan application, and other form s and det ermine that the loan is consistent with the client’s long-term financial goals and presents risks consistent with the client’s financial circum stances and risk tolerance. 15  We use UPTIQ to facilitate credit solutions for our clients. Cash Management Solutions For cash m anagement program s, certain third-party interm ediaries provide adm inistrative and settlement services to our clients. Engaging the third-party financial institutions and other interm ediaries to provide cash m anagement solutions does not alter the m anner in which we treat cash for billing purposes. Clients should understand that in rare circum stances, depending on interest rates and other economic and m arket factors, the yields on cash m anagement solutions could be lower than the aggregate fees and expenses charged by the third-party financial institutions, the interm ediaries referenced above, and us. Consequently, in these rare circumstances, a client could experience a negative overall investm ent return with respect to those cash investments. None theless, it m ight still be reasonable for a client to participate in a cash m anagement program if the client prefers to hold cash at the third -party financial institutions rather than at other financial institutions (e.g., to take advantage of FDIC insuran ce). We use UPTIQ to facilitate cash m anagem ent solutions for our clients. Focus Risk Solutions We help our clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent com pany, Focus Financial Partners, LLC (“Focus”). FRS assists our clients with regulated insurance sales activity by advising our clients on insurance matters and placing insurance products for them and/or referring our clients to certain third -party insurance brokers (the “Brokers”), with whom FRS has agreem ents, which either separately or together with FRS place insurance products for them . If FRS places an insurance product or refers one of our clients to a Broker and there is a subsequent purchase of insurance through the Broker, then FRS will receive a portion of the upfront and/or ongoing commissions associated with the sale by the insurance carrier with which the policy was placed. The am ount of revenue earned by FRS for the sale of these insurance products will vary over tim e in response to m arket c onditions and will also differ based on the type of insurance product sold and which Broker placed the policy. This revenue is also revenue for our and FRS’s com mon parent com pany, Focus. Additionally, in exchange for allowing certain of the Brokers to participate in the FRS platform and, thereby, to offer their services to our clients and certain of our affiliates’ clients, FRS receives periodic fees (the “Platform Fees”) from such Brokers. The Platform Fees are expected to change over tim e. Such Platform Fees are revenue for FRS and, ultim ately, for our com mon parent company, Focus, but we do not share in such revenue. FRS also indirectly benefits from our clients’ use of the services ins ofar as such use incentivizes the Brokers to m aintain their relationship with FRS and to continue paying Platform Fees to FRS, which could also support increases in the overall am ount of the Platform Fee rates in the future. Accordingly, we have a conflict of interest when recommending FRS’s services to clients because of the com pensation to our affiliates, FRS and Focus. We address this conflict by: (1) fully and fairly disclosing the m aterial facts concerning the above arrangem ents to our clients, including in this Brochure; (2) offering FRS solutions to clients on a strictly nondiscretionary and fully disclosed basis, and not as part of any discretionary investment services; and (3) not sharing in any portion of the Platform Fees. Additionally, we note that clients who use FRS’s services will receive product -specific disclosure from the Brokers and insurance carriers and other unaffiliated third -party interm ediaries that provide services to our clients. The insurance premium is ultim ately dictated by the insurance carrier, although in som e circumstances the Brokers or FRS m ay have the ability to influence an insurance carrier to lower the prem ium of the policy. The final rate m ay be higher or lower than the prevailing m arket rate, and m ay be higher than if the policy was purchased directly through 16  the Broker without the assistance of FRS. We can offer no assurances that the rates offered to you by the insurance carrier are the lowest possible rates available in the m arketplace. Item 11. Practices Code of Ethics, Participation in Client Transactions, and Personal Trading LVW Advisors and persons associated with LVW Advisors (“Associated Persons”) are perm itted to buy or sell securities that it also recom m ends to clients consistent with the Firm ’s policies and procedures. LVW Advisors has adopted a code of ethics that sets forth the standards of conduct expected of its Associated Persons and requires com pliance with applicable securities laws (“Code of Ethics”). In accordance with Section 204A of the Advisers Act, its Code of Ethics contains written policies reasonably designed to prevent the unlawful use of m aterial non-public inform ation by LVW Advisors or any of its Associated Persons. The Code of Ethics also requires that certain of the Firm ’s personnel (called “Access Persons”) report their personal securities holdings and transactions and obtain pre-approval of certain investm ents such as initial public offerings and lim ited offerings. The Code of Ethics also requires Associated Persons to report any violations of the Code of Ethics prom ptly to LVW Advisors’ Chief Com pliance Officer. Each Associated Person receives a copy of the Code of Ethics and any am endments to it and m ust acknowledge in writing having received the m aterials. LVW recommends that certain clients invest in a private investm ent fund m anaged by an affiliated Focus firm . Please refer to Item s 4, 5 and 10 for additional inform ation. Clients and prospective clients m ay contact the Firm to request a copy of its Code of Ethics. Item 12. Brokerage Practices LVW Advisors does not m aintain custody of client assets that we manage, although we may be deemed to have custody of client assets if clients give us authority to withdraw assets from their account (see Item 15 Custody, below). Client assets m ust be m aintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We routinely recommend that our clients use Charles Schwab & Co., Inc. (“Schwab”), a FINRA-registered broker-dealer, member SIPC, as the qualified custodian and the broker-dealer who executes securities transactions for client accounts, though clients are perm itted to m aintain their accounts at other financial institutions. Even though an account is m aintained at Schwab, and we anticipate that m ost trades will be executed thro ugh Schwab, we can still use other brokers to execute trades for client accounts, as described in the following paragraph. We seek to recommend a custodian/broker who will hold client assets and execute transactions on terms that are overall m ost advantageous when compared to other available providers and their services. We consider a wide range of factors, including: com bination of transaction execution services, along with asset custody services offered (generally without • a separate fee for custody) capability to execute, clear and settle trades (buy and sell securities for client accounts) • capability to facilitate transfers and paym ents to and from accounts (wire transfers, check requests, bill • paym ent, etc.) 17  • breadth of investm ent products m ade available (stocks, bonds, m utual funds, exchange traded funds (ETFs), etc.) availability of investm ent research and tools that assist us in m aking investm ent decisions • • quality of services com petitiveness of the price of those services (commission rates, m argin interest rates, other fees, etc.) • and willingness to negotiate them reputation, financial strength, and stability of the provider • • quality of service previously provided services delivered or paid for by Schwab • availability of other products and services that benefit us, as discussed below (see “Products and Services • Available to Us from Schwab”) Client Custody and Brokerage Costs For our clients’ accounts that Schwab m aintains, it does not generally charge separately for custody services but is com pensated by charging com missions or other fees on trades that it executes or that settle into a Schwab account. Certain trades (for exam ple, m any m utual funds and ETFs) m ay not incur Schwab com missions or transaction fees. Schwab is also com pensated by earning interest on the uninvested cash in a client’s account in Schwab’s Cash Features Program . Schwab also charges a flat dollar am ount as a “prim e broker” or “trade away” fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into a Schwab account. These fees are in addition to the com missions or other com pensation paid to the executing broker-dealer. Because of this, in order to m inim ize trading costs, we have Schwab execute the m ajority of trades for a client’s account. Although we are not required to execute all trades through Schwab, we have determined that having Schwab execute m ost trades is consistent with our duty to seek “best execution” of client trades. Best execution m eans the most favorable term s for a transaction based on all relevant factors, including those listed above. By using another broker or dealer, clients m ay pay lower transaction costs. Products and Services Available to Us from Schwab Schwab Advisor Services (form erly called Schwab Institutional) serves independent investment advisory firm s like LVW Advisors. They provide our clients with access to its institutional brokerage – trading, custody, reporting and related services – m any of which are not typically available to Schwab retail customers. Schwab also m akes available various support services. Som e of those services help us m anage or adm inister our clients’ accounts, while others help us m anage and grow our business. Schwab’s suppo rt services are generally available on an unsolicited basis (we don’t have to request them ) and at no charge to us. Here is a m ore detailed description of Schwab’s support services: Services that Benefit LVW Advisors’ Clients. Schwab’s institutional brokerage services include access to a broad range of investm ent products, execution of securities transactions, and custody of client assets. The investm ent products available through Schwab include some to which we m ight not otherwise have access or that would require a significantly higher m inim um initial investm ent by our clients. Schwab’s services described in this paragraph generally benefit clients and client accounts. 18  Services that Do Not Directly Benefit LVW Advisors’ Clients. Schwab also m akes available to us other products and services that benefit us but do not directly benefit clients or client accounts. These products and services assist us in m anaging and adm inistering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or som e substantial number of our clients’ accounts, including accounts not m aintained at Schwab. In addition to investment research, Schwab also m akes available software and other technology that: facilitate trade execution and allocate aggregated trade orders for m ultiple client accounts; facilitate paym ent of our fees from our clients’ accounts; and • provide access to client account data (such as duplicate trade confirm ations and account statem ents); • • provide pricing and other m arket data; • assist with back-office functions, recordkeeping, and client reporting. • Services that Generally Benefit LVW Advisors Directly. Schwab also offers other services intended to help us m anage and further develop our business enterprise. These services include: • educational conferences and events; • technology, com pliance, legal, and business consulting; • publications and conferences on practice m anagem ent and business succession; and • access to em ployee benefits providers, hum an capital consultants and insurance providers. Schwab provides som e of these services itself. In other cases, it will arrange for third -party vendors to provide the services to us. Schwab also discounts or waives its fees for some of these services or pays all or a part of a third party’s fees. Schwab also provides us with other benefits, such as occasional business entertainment of our personnel. If client accounts were not m aintained with Schwab, LVW Advisors would be required to pay for these services from our own resources. Our Interest in Schwab’s Services The availability of these services from Schwab benefits LVW Advisors because we do not have to produce or purchase them . We don’t have to pay for Schwab’s services. The fact that we receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than m aking such a decision based exclusively on a client’s interest in receiving the best value in custody services and the m ost favorable execution of transactions. This is a conflict of interest. We believe, however, that taken in the aggregate, our recommendation of Schwab as custodian and broker is in the best interests of our clients. Our selection is prim arily supported by the scope, quality, and price of Schwab’s services and not Schwab’s services that benefit only us. Item 13. Review of Accounts The Firm m onitors clients’ investment m anagement portfolios as part of an ongoing process, while regular account reviews are conducted on at least a quarterly basis. Such reviews are conducted by one of the Firm ’s investment advisor representatives. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with LVW Advisors and to keep the Firm inform ed of any changes thereto. LVW Advisors contacts ongoing investment advisory clients at least annually to review the Firm ’s previous services and/or recom mendations and to discuss the im pact resulting from any changes in the client’s financial situation and/or investm ent objectives. 19  Unless otherwise agreed upon, clients are provided with transaction confirm ation notices and regular summary account statem ents directly from the broker-dealer or custodian for the client accounts. Clients will also receive reports from LVW Advisors that m ay include such relevant account and/or m arket related information such as an inventory of account holdings and account performance on a periodic basis. Clients should com pare the account statem ents they receive from their broker-dealer or custodian with those they receive from LVW Advisors. Item 14. Client Referrals and Other Compensation LVW Advisors’ parent com pany is Focus Financial Partners, LLC (“Focus”). From tim e to tim e, Focus holds partnership m eetings and other industry and best-practices conferences, which typically include LVW Advisors, other Focus firms and external attendees. These m eetings are first and forem ost intended to provide training or education to personnel of Focus firm s, including LVW Advisors. However, the m eetings do provide sponsorship opportunities for asset m anagers, asset custodians, vendors, and other third-party service providers. Sponsorship fees allow these companies to advertise their products and services to Focus firm s, including LVW Advisors. Although the participation of Focus firm personnel in these m eetings is not preconditioned on the achievement of a sales target for any conference sponsor, this practice could nonetheless be deemed a conflict as the m arketing and education activities conducted, and the access granted, at such m eetings and conferences could cause LVW Advisors to focus on those conference sponsors in the course of its duties. Focus attempts to m itigate any such conflict by allocating the sponsorship fees only to defraying the cost of the m eeting or future m eetings and not as revenue for itself or any affiliate, including LVW Advisors. Conference sponsorship fees are not dependent on assets placed with any specific provider or revenue generated by such asset placem ent. The following entities have provided conference sponsorship to Focus from January 1, 2024 to February 1, 2025: Advent Software, Inc. (includes SS&C) BlackRock, Inc. Blackstone Adm inistrative Services Partnership L.P. • • • • Capital Integration System s LLC (CAIS) • Charles Schwab & Co., Inc. • Confluence Technologies Inc. • • • • Eaton Vance Distributors, Inc. (includes Param etric Portfolio Associates) Fidelity Brokerage Services LLC and Fidelity Distributors Com pany LLC (includes Fidelity Institutional Asset Managem ent and FIAM) Flourish Financial LLC Franklin Distributors, LLC (includes O’Shaughnessy Asset Managem ent, L.L.C. (OSAM) and CANVAS) K&L Gates LLP Pinegrove Capital Partners LLC (includes Brookfield Oaktree Wealth Solutions) Practifi, Inc. Salus GRC, LLC Stone Ridge Asset Managem ent LLC The Vanguard Group, Inc. TriState Capital Bank • • Nuveen Securities, LLC • Orion Advisor Technology, LLC • • • • • • • UPTIQ, Inc. You can access updates to the list of conference sponsors on Focus’ website through the following link: 20  https://focusfinancialpartners.com /conference -sponsors/ LVW Advisors hosts various client events during each year. In staging certain such events, LVW Advisors solicits and receives sponsorships and other donations from service providers that have business or service relationships with LVW Advisors. These contributions range in am ounts from $2,000 to $5,000. Additionally, LVW Advisors em ployees from tim e to tim e attend educational or industry events or conferences for which the sponsor covers all or part of the total cost of attending the m eeting or event, including travel costs. Contributors for events in 2024 were Charles Schwab & Co., Inc., AllianceBernstein, O’Shaughnessy Asset Managem ent, LLC, and Blackstone, Inc. The receipt of these sponsorships creates a potential conflict of interest and m ay indirectly influence investment and other related choices m ade by LVW Advisors. Through the execution of its policies and procedures, including such things as fulfillm ent of its fiduciary duty to clients, account reviews and other processes, and disclosure of potential conflicts of interest, LVW Advisors works to ensure investment or other client related decisions are in no way affected, directly or indirectly, by any such received sponsorship dollars. We receive an economic benefit from Schwab in the form of the support products and services it m akes available to us and other independent investment advisors whose clients maintain their accounts at Schwab. Clients do not pay more for assets m aintained at Schwab as a result of these arrangements. However, we benefit from the custodial arrangement because the cost of these services would otherwise be borne directly by us. Clients should consider these conflicts of interest when selecting a custodian. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). The availability of Schwab’s products and services to LVW Advisors is not based on us giving particular investment advice, such as buying particular securities for our clients. LVW Advisors has arrangem ents in place with certain third parties, called promoters, under which such promoters refer clients to us in exchange for a percentage of the advisory fees we collect from such referred clients. If a client is introduced to LVW Advisors by a prom oter, the Firm pays the promoter a referral fee in accordance with the requirements of Rule 206(4)-1 of the Advisers Act and any corresponding state securities law requirements. Any referral fees incurred for successful solicitations are paid solely from LVW Advisors advisory fee, and do not result in any additional charge to the client. Such com pensation creates an incentive for the promoter to refer clients to us, which is a conflict of interest for the prom oter. Rule 206(4)-1 of the Advisers Act addresses this conflict of interest by, am ong other things, requiring disclosure of whether the promoter is a client or a non-client and a description of the m aterial conflicts of interest and m aterial term s of the com pensation arrangement with the prom oter. Accordingly, we require prom oters to disclose to referred clients, in writing: whether the promoter is a client or a non -client; that the prom oter will be com pensated for the referral; the m aterial conflicts of interest arising from the relatio nship and/or compensation arrangement; and the m aterial term s of the com pensation arrangement, including a description of the com pensation to be provided for the referral. Item 15. Custody As stated above, LVW Advisors’ Investment Management Agreement and/or the separate agreement with any financial institution m ay authorize LVW Advisors through such financial institution to debit the client’s account for the am ount of the Firm ’s advisory fee and to directly rem it that m anagement fee to the Firm in accordance with applicable custody rules. The financial institutions recommended by LVW Advisors have agreed to send a statement to the client, at least quarterly, indicating all am ounts disbursed from the account including the amount of m anagement fees paid directly to the Firm . In addition, as discussed in Item 13, LVW Advisors also sends periodic supplemental reports to clients. Clients 21  should carefully review the statem ents sent directly by the financial institutions and com pare them to those received from the Firm . Item 16. Investment Discretion LVW Advisors m ay be given the authority to exercise discretion on behalf of clients. The Firm is considered to exercise investm ent discretion over a client’s account if it can affect transactions for the client without first having to seek the client’s consent. LVW Advisors is given this authority through a power-of-attorney included in the agreement between the Firm and the client. Clients m ay request a lim itation on this authority (such as certain securities not to be bought or sold). LVW Advisors m ay take discretion over the following activities: • The securities to be purchased or sold; • The am ount of securities to be purchased or sold; • When transactions are to be m ade; and • The Independent Managers to be hired or fired. Item 17. Voting Client Securities LVW Advisors is required to disclose if it accepts authority to vote client securities. The Firm does not vote client securities on behalf of its clients. Proxies are generally voted by the respective Independent Managers. Item 18. Financial Information LVW Advisors does not require or solicit the prepaym ent of m ore than $1,200 in fees six m onths or m ore in advance. In addition, the Firm is required to disclose any financial condition that is reasonably likely to im pair its ability to meet contractual com m itm ents to clients. LVW Advisors has no disclosures pursuant to this Item . 22  Prepared by lvwadvisors.com 23