NEW ENGLAND PROFESSIONAL PLANNING GROUP INC.

Item 1: Cover Page Form ADV Part 2A Investment Adviser Brochure 9 Granite Street Westerly, RI 02891 (401) 596-2800 www.ppgadvisors.com March 2025 This Brochure provides information about the qualifications and business practices of Professional Planning Group. If you have any questions about the contents of this Brochure, please contact Joanna E. Valentini, Chief Operating Officer at (401) 596-2800 or jvalentini@ppgadvisors.com. Additional information about our Firm is also available on the SEC’s website at www.adviserinfo.sec.gov. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. We are a registered investment adviser. Please note that use of the term “registered investment advisor” and a description of the Firm and/or our employees as “registered” does not imply a certain level of skill or training. For more information on the qualifications of the Firm and our employees who advise you, we encourage you to review this Brochure and the Brochure Supplement(s).  Item 2: Summary of Material Changes In this Item of New England Professional Planning Group, Inc. dba Professional Planning Group’s (Firm) Form ADV 2, the Firm is required to discuss any material changes that have been made to Form ADV since the last Annual Amendment. Material Changes since the Last Update Since the last Annual Amendment filing dated on March 27, 2024, the Firm has the following material changes to report: • Effective December 2024, the Firm is owned by the Malcolm A. Makin Revocable NEPPG Voting Shares Trust. Please see Item 4: Advisory Business for additional information. Annual Update You will receive a summary of any material changes to our Form ADV brochure within 120 days of our fiscal year end. We may also provide updated disclosure information about material changes on a more frequent basis. Any summaries of changes will include the date of the last annual update of the ADV. Full Brochure Available Our Form ADV may be requested at any time, without charge by contacting Joanna E. Valentini, Chief Operating Officer at (401) 596 - 2800 or jvalentini@ppgadvisors.com. Additional information about the Firm is also available via the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any employees affiliated with the Firm who are registered as investment advisor representatives. 2  Item 3: Table of Contents Item 1: Cover Page ........................................................................................................................ 1 Item 2: Summary of Material Changes .......................................................................................... 2 Item 4: Advisory Business ............................................................................................................. 4 Item 5: Fees and Compensation .................................................................................................... 8 Item 6: Performance-Based Fees and Side-by-Side Management ............................................... 13 Item 7: Types of Clients ............................................................................................................... 14 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ......................................... 15 Item 9: Disciplinary Information .................................................................................................. 17 Item 10: Other Financial Industry Activities and Affiliations ........................................................ 18 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ... 19 Item 12: Brokerage Practices ....................................................................................................... 21 Item 13: Review of Accounts ....................................................................................................... 24 Item 14: Client Referrals and Other Compensation ..................................................................... 25 Item 15: Custody ......................................................................................................................... 26 Item 16: Investment Discretion ................................................................................................... 27 Item 17: Voting Client Securities ................................................................................................. 28 Item 18: Financial Information .................................................................................................... 29 3  Item 4: Advisory Business Firm Description We are both a registered investment adviser and a branch office of broker-dealer Raymond James Financial Services, Inc. (RJFS), member FINRA/SIPC. Employees may provide advice for an asset-based fee through the Firm or sell securities for commission through RJFS. RJFS has a corporate affiliate, Raymond James & Associates, Inc. (RJA) member NYSE/SIPC. RJA is a dually registered broker-dealer and investment advisor. RJFS accounts are custodied with RJA, and RJA executes and clears transactions. RJA also facilitates various advisory programs. For further information refer to the Raymond James & Associates Wrap Fee Program Brochure. Principal Owners The Firm is owned by the Malcolm A. Makin Revocable NEPPG Voting Shares Trust. We, and our predecessors, were founded in 1975. Types of Advisory Services We provide discretionary and non-discretionary investment advisory services, financial planning services, a selection of other investment management services and educational workshops/seminars. We offer services to individuals, high net worth individuals, trusts, estates, charitable organizations, corporations, endowments, and foundations. Accounts Managed by your Investment Advisor Representative (IAR): Ambassador Ambassador is an investment advisory program which allocates your assets based upon your financial objectives and risk tolerances. We are the advisor providing investment advisory services and RJA administers the program providing support services for both clients and our financial advisors. Ambassador offers clients the opportunity to (1) maintain full investment authority and direct the individual investments made within their account(s), or (2) delegate investment discretion to their financial advisor. Accounts Managed by Other Asset Managers: Freedom Freedom is an investment program in which your assets are allocated to meet your financial objectives and risk tolerances. Your IAR may assist you in selecting the appropriate Freedom strategy. RJA acts as wrap-fee sponsor and manager providing portfolio management, selecting the representative funds, and monitoring their performance on a continuous basis. Your IAR receives a portion of the asset-based fee. Raymond James Consulting Service (RJCS) RJCS is an investment program in which your assets are allocated to meet your financial objectives and risk tolerances. Your IAR may assist you in selecting an appropriate program 4  based on your financial objectives and risk tolerance. RJA acts as wrap-fee sponsor and manager providing portfolio management, selecting certain portfolio managers, monitoring performance, providing other administrative services, and assisting portfolio managers with certain trading activities. Your IAR receives a portion of the asset-based fee. Other Services: Raymond James Trust We utilize Raymond James Trust, N.A., which offers personal trust services, including serving as trustee or as an agent or custodian for individual trustees. Raymond James Trust serves living trusts, charitable remainder trusts, life insurance trusts and specialty trusts. We make suggestions regarding asset allocation and individual investment transactions required to implement, monitor, and adjust the trust portfolio. Raymond James Trust serves as the trustee (or co-trustee) and has final approval on all investment suggestions. Financial Planning We offer financial planning services. This service reviews aspects of a client’s financial situation, which may include cash management, risk management, insurance, education funding, goal setting, retirement planning, estate and charitable giving planning, tax considerations, and capital needs planning. We meet with the client to review risk tolerance, financial goals and objectives and time horizon. Meetings may include a review of additional financial information including sources of income, assets owned, existing insurance, liabilities, wills, trusts, business agreements, tax returns, investments, and personal and family obligations. The scope of financial planning services may vary, and clients should understand that when the scope is limited, certain financial components may not be taken into consideration. Wrap Fee Programs A “wrap-fee” program is one that provides the client with advisory and brokerage execution services for an all-inclusive fee. We offer the Ambassador program where we manage the investment portfolio. We actively solicit advisory clients for this program and are responsible for marketing the program. We also participate in Freedom and RJCS, both wrap fee programs where you appoint RJA as the subadvisor to manage your investment strategy. In evaluating the programs, clients should consider that, depending on the wrap fee charged, the amount of portfolio activity in the client’s account, the broker-dealer's usual commission rates and other factors, the wrap fee may be more or less than the aggregate cost of such 5  services if they were to be provided separately and if we were to negotiate commissions and seek best price and execution of transactions for the client's account. Tailored Relationships We tailor investment advisory services to the individual needs of the client. The goals and objectives for each client are documented in our client relationship management system. Investment policy statements may be created that reflect the stated goals and objectives. Our clients are allowed to impose restrictions on the investments in their account. We may accept any reasonable limitation or restriction to discretionary authority placed on the account by the client. All limitations and restrictions must be presented to us in writing. Fiduciary Statement We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act, (“ERISA”) and/or the Internal Revenue Code, (“IRC”), as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. We must take into consideration each client’s objectives and act in the best interests of the client. We are prohibited from engaging in any activity that is in conflict with the interests of the client. We have the following responsibilities when working with a client: • To render impartial advice; • To make appropriate recommendations based on the client’s needs, financial circumstances, and investment objectives; • To exercise a high degree of care and diligence to ensure that information is presented in an accurate manner and not in a way to mislead; • To have a reasonable basis, information, and understanding of the facts in order to provide appropriate recommendations and representations; • Disclose any material conflict of interest in writing; and • Treat clients fairly and equitably. Regulations prohibit us from: • Employing any device, scheme, or artifice to defraud a client; • Making any untrue statement of a material fact to a client or omitting to state a material fact when communicating with a client; • Engaging in any act, practice, or course of business which operates or would operate as fraud or deceit upon a client; or • Engaging in any manipulative act or practice with a client. 6  We will act with competence, dignity, integrity, and in an ethical manner, when working with clients. We will use reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, trading, promoting our services, and engaging in other professional activities. Assets Under Management As of December 31, 2024, we managed $1,166,383,072 in client assets; $1,098,658,136 managed on a discretionary basis, and $67,724,936 on a non-discretionary basis. 7  Item 5: Fees and Compensation Compensation We base our fees on a percentage of assets under management, hourly charges, and fixed fees, as described below. Compensation – Investment Advisory Services Ambassador The advisory fees for Ambassador accounts are as follows: Fee Schedule: Fee-Based Relationship Value First $500,000 Next $4,500,000 Next $10,000,000 Next $10,000,000 Amounts over $25,000,000 Annualized Fee 1.00% 0.75% 0.50% 0.40% 0.30% A portion of the asset-based advisory fee is paid to RJFS and RJA for administrative services. Freedom – Independent Managers The maximum fee charged for Freedom program accounts is 1.25%. A portion of the asset-based advisory fee is paid to RJA for execution, custodial and advisory services. RJCS – Independent Managers The maximum fee charged for RJCS is 1.75%. A portion of the asset-based advisory fee is paid to RJA for execution as well as a sub-advisory fee paid to the Managers. Raymond James Trust The maximum fee for Raymond James Trust accounts is 1%. A portion of the asset-based advisory fee is paid to Raymond James Trust. Compensation – Financial Planning Our financial planning clients are billed in arrears with fees due and payable upon completion of the engagement. Billing is fixed fee or hourly. 8  Fixed fee engagements range from $1,000 to $10,000 depending on the nature and complexity of the client’s circumstances, as well as the Firm advisor(s) involved in the planning process. Hourly fee engagements range from $100 to $500 per hour. An estimate for total hours is determined at the start of the advisory relationship and communicated to the client. Calculation, Payment Agreement Terms of Ambassador, Freedom and RJCS The annual asset-based fee is charged quarterly in advance. RJA deducts asset-based fees from the client's account and sends statements reflecting amounts disbursed from the client's account, including the asset-based fee amount, the value of the assets on which the fee was based and the specific manner in which the fee was calculated. At account opening, the asset-based fees are billed for the remainder of the current billing period and based on the initial contribution. Upon termination, the client pays an asset-based fee for the period the account was managed prior to notification of termination. If payment was in advance, any unearned fee is refunded. Charges excluded from the asset-based advisory fee are detailed in the client agreement and reflected on the client statement, as charged. Margined account fees are based on the absolute market value. The use of margin also results in interest charges in addition to other fees and expenses. Cash Balances Some of your assets may be held as cash and remain uninvested. Holding a portion of your assets in cash and cash alternatives, i.e., money market fund shares, may be based on: • your desire to have an allocation to cash as an asset class, to support a phased market • • • entrance strategy, to facilitate transaction execution, to have available funds for withdrawal needs or to pay fees, or to provide for asset protection during periods of volatile market conditions. Your cash and cash equivalents will be subject to our investment advisory fees unless otherwise agreed upon. You may experience negative performance on the cash portion of your portfolio if the investment advisory fees charged are higher than the returns you receive from your cash. Retirement Plan Rollover Recommendations As part of our investment advisory services to our clients, we may recommend that clients roll assets from their employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account (collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA, SEP IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will advise. We may also recommend rollovers from IRA Accounts to Plan Accounts, from Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts. 9  If the client elects to roll the assets to an IRA that is subject to our advisement, we will charge the client an asset-based fee as set forth in the advisory agreement the client executed with our firm. This creates a conflict of interest because it creates a financial incentive for our firm to recommend the rollover to the client (i.e., receipt of additional fee-based compensation). Clients are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if clients do complete the rollover, clients are under no obligation to have the assets in an IRA advised on by our firm. Due to the foregoing conflict of interest, when we make rollover recommendations, we operate under a special rule that requires us to act in our clients’ best interests and not put our interests ahead of our clients. Under this special rule’s provisions, we must: • meet a professional standard of care when making investment recommendations (give prudent advice); • never put our financial interests ahead of our clients’ when making recommendations (give loyal advice); • avoid misleading statements about conflicts of interest, fees, and investments; • follow policies and procedures designed to ensure that we give advice that is in our clients’ best interests; • charge no more than a reasonable fee for our services; and • give clients basic information about conflicts of interest. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, clients should consider the costs and benefits of a rollover. Note that an employee will typically have four options in this situation: 1. leaving the funds in the employer’s (former employer’s) plan; 2. moving the funds to a new employer’s retirement plan; 3. cashing out and taking a taxable distribution from the plan; or 4. rolling the funds into an IRA rollover account. Each of these options has positives and negatives. Because of that, along with the importance of understanding the differences between these types of accounts, we will provide clients with a written explanation of the advantages and disadvantages of both account types and document the basis for our belief that the rollover transaction we recommend is in your best interests. General Information on Compensation and Other Fees In certain circumstances, asset-based advisory fees and account minimums may be negotiable depending on client’s unique situation. Factors considered are the size of the aggregate 10  portfolio, family holdings or pre-existing relationships with clients. Client accounts may be linked for fee calculation purposes. All fees paid to us for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds to their shareholders. These fees and expenses are described in each fund’s prospectus. These fees will generally include a management fee, other expenses, and a possible distribution fee. If the fund imposes sales charges, a client may pay an initial or deferred sales charge. Financial planning service fees may vary. Factors considered in fees are the amount of assets, type of portfolio, time commitment, complexity and skill/knowledge needed for the client engagement. Certain employees are registered representatives of the broker-dealer RJFS. As registered representatives, compensation for the sale of securities and other investment products is accepted. Commissions and other sales-related compensation are not our primary compensation. This practice presents a conflict of interest as these employees may have an incentive to recommend investment products based on the compensation received rather than on a client’s needs. We mitigate this conflict by following a Code of Ethics, which places the clients’ interests first. Employees and certain employee family members of the Firm may be entitled to lower management fee arrangements for their personal accounts. Fees and Expenses (Mutual Funds Share Class Selection) Funds generally offer multiple share classes available for investment based upon certain eligibility and/or purchase requirements. For instance, in addition to retail share classes (typically referred to as class A, class B and class C shares), funds may also offer institutional share classes or other share classes that are specifically designed for purchase by investors who meet certain specified eligibility criteria, including, account minimums, amount thresholds or enrollment in an eligible fee-based investment advisory program. Institutional share classes usually have a lower expense ratio than other share classes. We and our IARs who are dually registered have a financial incentive to recommend or select share classes that have a 12b-1 fee because such share classes generally result in higher compensation. This creates a conflict of interest. The Firm has taken steps to minimize conflicts of interest, including (1) providing its IARs with guidance on this issue, as well as (2) conducting periodic reviews of client holdings in mutual fund investments to ensure the appropriateness of mutual fund share class selections and whether alternative mutual fund share class selections are available that might be more appropriate given the client’s particular investment objectives and/or any other appropriate considerations relevant to mutual fund share class selection. Regardless of such considerations, 11  clients should not assume that they will be invested in the share class with the lowest possible expense ratio. The appropriateness of a particular fund share class selection is dependent upon a range of different considerations, including but not limited to: (1) the asset-based advisory fee that is charged, (2) whether transaction charges are applied to the purchase or sale of funds, (3) operational considerations associated with accessing or offering particular share classes (including the presence of selling agreements with the fund sponsors and our ability to access particular share classes through the custodian), (4) share class eligibility requirements and (5) the availability of revenue sharing, distribution fees, shareholder servicing fees or other compensation associated with offering a particular class of shares. Fees and Expenses (12b-1 fees) Client accounts may hold shares of investment companies, including money market funds, open end funds, closed-end funds, and/or exchange-traded funds. In addition to assessing the advisory fee, these funds may assess other internal expenses, including 12b-1 fees or “trails”, administrative and other expenses. Rule 12b-1 fees and other fees are typically disclosed in the applicable fund’s prospectus. Funds may make payments to the Firm or IARs of the Firm, pursuant to a Rule 12b-1. RJFS automatically refunds client accounts with any 12b-1 fees charged during the period the account is managed by the Firm. We use our best efforts to purchase lower cost fund shares but in certain instances cannot because the fund company does not offer institutional class non-12b-1 fee paying funds. 12  Item 6: Performance-Based Fees and Side-by-Side Management Neither we nor any of our employees accept performance-based fees or participate in any side- by-side management. Performance-based fee arrangements involve the payment of fees based on a share of capital gains or capital appreciation of a client’s account. We do not use a performance-based fee structure because of the potential conflict of interest. Performance-based compensation may create an incentive for the adviser to recommend an investment that may carry a higher degree of risk to the client. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. 13  Item 7: Types of Clients Types of Clients Our clients include individuals, high net worth individuals, trusts, estates, charitable organizations, corporations, endowments, and foundations. Account Minimums We require a minimum account of $500,000 for investment advisory services, although this may be negotiable under certain circumstances. Waivers or exceptions from the minimum account requirement for investment advisory accounts may be granted at the exclusive discretion of the Firm. 14  Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis We employ fundamental and technical analysis when evaluating securities for potential investments. Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors, including the overall economy, industry conditions, and the financial condition and management of the company itself, to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Technical Analysis. We analyze past market movements and apply that analysis to the present in an attempt to recognize recurring patterns of investor behavior and potentially predict future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly managed or financially unsound company may underperform regardless of market movement. Investment Strategies The investment strategy for a specific client is based upon the objectives stated by the client during consultations. The client may change these objectives at any time. Strategies may include long-term purchases, short-term purchases, short sales, margin transactions, and option writing (including covered options, uncovered options or spread strategies). We reserve the right to advise clients on any other type of investment that we deem appropriate based on the client’s stated goals and objectives. We may also provide advice on any type of investment held in a client’s portfolio at the inception of the advisory relationship or on any investment on which the client requests advice. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. All investments involve the risk of loss, including (among other things) loss of principal, a reduction in earnings (including interest, dividends, and other distributions), and the loss of future earnings. Although we manage assets in a manner consistent with your investment 15  objectives and risk tolerance, there can be no guarantee that our efforts will be successful. You should be prepared to bear the following risks of loss: • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • Market Risk: The price of a security, bond, or mutual fund may drop in reaction to • tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, a dollar next year will not buy as much as a dollar today, because purchasing power is eroding at the rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. • Cybersecurity Risk: A breach in cyber security refers to both intentional and unintentional events that may cause an account to lose proprietary information, suffer data corruption, or lose operational capacity. This in turn could cause an account to incur regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures, and/or financial loss. • Pandemic Risk: Large-scale outbreaks of infectious disease can greatly increase morbidity and mortality over a wide geographic area, crossing international boundaries, and causing significant economic, social, and political disruption. • Custodial Risk: This risk is the probability that a party to a transaction will be unable or unwilling to fulfill its contractual obligations either due to technological errors, control failures, malfeasance, or potential regulatory liabilities. 16  Item 9: Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the Firm or the integrity of our management. We have no information to disclose applicable to this Item. 17  Item 10: Other Financial Industry Activities and Affiliations Financial Industry Activities We are not registered as a broker-dealer. Certain of our employees are registered representatives of the broker-dealer RJFS. Neither we nor any of our management persons are registered as (or associated with) a futures commissions merchant, commodity pool operator, or a commodity trading advisor. Affiliations – Broker-Dealer Registered Representatives Certain Firm employees are Registered Representatives of RJFS. Notwithstanding that fact, principals and associates of the Firm are solely responsible for investment advice rendered. Advisory services are provided separately and independently of the broker-dealer. This presents a conflict of interest to the extent that the individual recommends that a client invest in a security which results in a commission being paid to them. Other Affiliations As described in Item 5 and Item 12, employees of the Firm may provide advice for an asset- based fee or sell securities for commission as Registered Representatives of the broker-dealer RJFS. RJFS is required to supervise the securities trading activities of its Registered Representatives. IARs may recommend RJFS to advisory clients for brokerage services. Insurance Company or Agency Certain of our Investment Advisor Representatives may be licensed insurance agents or brokers and may be appointed with various insurance companies. They may earn separate compensation for transactions through RJFS and those insurance companies. Clients are not obligated to use any company for insurance product purchases and may work with any insurance agent they choose. Insurance compensation will be separate and distinct from our investment advisory fees. Accountant or Accounting Firm Certain of our employees are Certified Public Accountants but do not practice accounting outside of their role at the Firm. Other Investment Advisors As described in Item 4, we may select other investment advisors for our clients and may receive compensation from those advisors. 18  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Our employees must comply with a Code of Ethics (the Code). The Code describes the Firms’ high standard of business conduct and fiduciary duty to its clients. The Code’s key provisions include: • Statement of General Principles • Policy on and reporting of Personal Securities Transactions • A prohibition on Insider Trading • Restrictions on the acceptance of significant gifts • Procedures to detect and deter misconduct and violations • Requirement to maintain confidentiality of client information Employee trades are reviewed each quarter. These reviews ensure that personal trading does not affect the markets, and that clients of the Firm receive preferential treatment. Our employees must acknowledge the terms of the Code at least annually, and any employee not in compliance with the Code may be subject to termination. We will provide a copy of our Code upon request. Participation or Interest in Client Transactions IARs of the Firm are also registered representatives of RJFS and may be involved in the sale of securities of various types (including, but not limited to, stocks, bonds, and mutual funds) for which IARs receive commissions. IAR’s may also be involved in the sale of various insurance products. The time spent in such capacities varies. Participation or Interest in Client Transactions – Personal Securities Transactions We and our employees may buy or sell the same securities as those recommended to clients for their personal accounts. The Code is designed to assure that personal securities transactions, activities, and interests of our employees will not interfere with (1) making decisions in the best interest of advisory clients and (2) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Employee trading is continuously monitored and designed to reasonably prevent conflicts of interest between the Firm and its clients as there is a possibility that employees might benefit from market activity by a client in a security held by an employee. The Code designates certain classes of securities, primarily mutual funds, as exempt transactions based upon a determination that these would not materially interfere with determining what is in the best interest of our clients. In addition, the Code requires pre- clearance of certain transactions. 19  Participation or Interest in Client Transactions – Financial Interest and Principal/Agency Cross We and our employees do not recommend to clients, or buy or sell for client accounts, securities in which they have a material financial interest. It is our policy that the Firm will not affect any principal or agency cross securities transactions for client accounts. We will not cross trades between client accounts. Participation or Interest in Client Transactions – Aggregation Our employees may trade in the same securities with client accounts on an aggregated basis when consistent with our obligation of best execution. In such circumstances, the employee and client accounts will share transaction costs equally and receive securities at a total average price. We will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis. Any exceptions will be explained on the order. 20  Item 12: Brokerage Practices Research and Other Soft Dollar Benefits We do not receive formal soft dollar benefits. We do receive other economic benefits as disclosed below. Brokerage for Client Referrals We do not purchase client referrals from broker-dealers. Directed Brokerage We generally have limited power of attorney to act on a discretionary basis on behalf of clients. When such limited powers exist between the client and the Firm, we may choose both the amount and type of publicly traded securities to be bought to satisfy account objectives. This is the case with most of our clients. Additionally, we accept any reasonable client limitation or restriction to such authority presented to us in writing. Registered Representatives of RJFS are subject to FINRA Conduct Rule 3280 that restricts them from conducting securities transactions away from RJFS. Therefore, clients are advised that IARs are limited to conducting securities transactions through RJFS. RJFS may charge a higher or lower fee than another broker charges for a particular type of service, such as transaction fees. Clients may utilize the broker-dealer of their choice and have no obligation to purchase or sell securities through RJFS. However, if the client does not use RJFS, the IAR will reserve the right not to accept the account. As a registered FINRA broker-dealer, RJFS routes order flow through its affiliate RJA. RJA is obligated to seek best execution pursuant to FINRA Rule 5310 for all trades executed, however better executions may be available via another broker-dealer based on a number of factors including volume, order flow and market making activity. While it is possible that clients may pay higher commission or transaction fees through RJFS, we have determined that RJFS currently offers the best overall value to us and our clients for the customer service, brokerage, research services and technology it provides. We believe these qualities make RJFS superior to most non-service oriented, deep-discount and internet/web- based brokers that may otherwise be available to the public. Directed Brokerage – Other Economic Benefits RJFS provides benefits such as (1) customized statements, (2) receipt of duplicate client confirmations and bundled duplicate statements, (3) access to a trading desk servicing RJFS advisors exclusively, (4) access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts, (5) ability to have investment advisory fees deducted directly from client accounts, (6) access to an electronic communication network for client order entry and account information, (7) access to mutual funds which generally require significantly higher minimum initial investments or those that are otherwise only generally available to institutional investors, (8) reporting features, (9) receipt of industry communications and (10) perhaps discounts on business-related products. 21  RJFS may also provide general access to research and perhaps discounts on research products. Any research received is used for the benefit of all clients. RJFS may offer incentives such as the ability to attend industry related conferences or other benefits. We do not believe that such incentives impair our independence. While we endeavor at all times to put the interest of the clients first as part of our fiduciary duty, clients should be aware that the receipt of additional compensation itself creates a conflict of interest and may affect judgment when making recommendations. Other third-party service providers and/or insurance companies may also provide benefits to the Firm and its IARs. We believe these items have no material value and do not, either individually or collectively, impair our independence. Wrap Fee Programs and Related Brokerage As disclosed in Item 4, clients may participate in wrap fee programs. In wrap fee programs, trades are generally expected to be executed only with the broker-dealer with which the client has entered into the wrap fee arrangement. We may not be free to seek best price and execution by placing transactions with other broker-dealers. Our experience indicates that wrap fee agreements generally offer best price for transactions. The client may wish to ensure that the broker-dealer offering the wrap-fee arrangement can provide adequate price and execution of most or all transactions. The client should consider (1) the amount of portfolio activity, (2) the value of custodial and other services which are provided under the arrangement and (3) other factors. Depending on the all-inclusive wrap fee charged by the broker-dealer, the wrap-fee may or may not exceed the aggregate cost of such services were they to be provided separately and if the firm were free to negotiate commissions and seek best price and execution of transactions for the client’s account. A client’s total cost of each of the services provided through wrap fee programs, if purchased separately, could be more or less than the costs of each respective program. Cost factors may include the client’s ability to: • obtain the services provided within the programs separately with respect to the • selection of mutual funds, invest and rebalance the selected mutual funds without the payment of a sales charge, and • obtain performance reporting comparable to those provided within each program The IAR may have a financial incentive to recommend a particular account program over another. The IAR may recommend an asset-based fee advisory program as a portion of the annual advisory fee is paid to the IAR, which may be more than the IAR would receive if the 22  client paid for investment advisory services, brokerage, performance reporting and other services separately. IARs do not receive financial incentive to recommend and sell proprietary versus non- proprietary mutual funds. However, since the compensation structures vary by product type, IARs may receive higher compensation for certain product types. IARs may receive incentive compensation for utilizing a particular account program. We believe the charges and fees offered within each fee-based program are competitive with alternative programs available through other firms and/or investment sources yet make no guarantee that the aggregate cost of a particular program is lower than that which may be available elsewhere. Trade Aggregation We may aggregate trades for multiple accounts. Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. If the order is filled at different prices during the day, the prices are averaged for the day so that all participating accounts receive the same price. All clients participating in each aggregated order shall receive the average price and subject to minimum ticket charges, pay a pro-rata portion of commissions. If an order has not been filled completely shares will be allocated in good faith. Our allocation procedure seeks to be fair and equitable to all clients with no particular client being favored over any other. Accounts for the Firm or its employees may be included in a block trade with client accounts. 23  Item 13: Review of Accounts Reviews We monitor client portfolios as part of an ongoing process, and regular account reviews are generally conducted on an annual basis. Reviews could also occur at the time of new deposits, material changes in the client’s financial information, changes in economic cycles, at our discretion or as often as the client directs. Reviews entail analyzing securities, sensitivity to overall markets, economic changes, investment results, asset allocation, etc., to ensure the investment strategy and expectations are structured to continue to meet the client’s objectives. These reviews are conducted by one of our Investment Advisor Representatives. Clients are encouraged to discuss their needs, goals, and objectives with us and to inform us of any changes. Review Triggers Other conditions that may trigger a review are changes in market, political or economic conditions, tax laws, new investment information, and changes in a client's own situation. Reporting At least quarterly, the custodian provides clients with an account statement for each client account, which may include individual holdings, cost basis information, deposits and withdrawals, accrued income, dividends, and performance. We may also provide clients with periodic reports regarding their holdings, allocations, and performance. Financial Planning – Reviews and Reporting An initial financial plan may be included as a component of the financial planning process. At the client’s request, we may review and/or update financial plans that are not implemented upon presentation. Such reviews and/or updates may be subject to our current hourly rate. 24  Item 14: Client Referrals and Other Compensation Compensation – Brokerage Arrangements Clients establish brokerage accounts with RJFS, member FINRA/SIPC. RJA maintains custody of client assets and effects trades on their accounts. Although we require that clients establish accounts at RJFS, it is the client’s decision. Other Compensation – Economic Benefits See disclosure in Item 12 regarding compensation, including economic benefits. Compensation – Client Referrals We do not make or accept referral fees or any form of remuneration from other professionals when a prospect or client is referred. 25  Item 15: Custody Custody – Fee Debiting We have custody as we are authorized in client agreements to debit fees directly from the client’s account, held at our qualified custodian, RJA. RJA is advised in writing of the limitation of our access to the account. RJA sends a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of advisory fees paid directly to us. Custody – Account Statements As described above and in Item 13, clients receive statements, at least quarterly, from RJA who holds and maintains client’s investment assets. Clients should carefully review statements and compare this official custodial record to account statements or other reports provided by us. Our reports may vary from RJA statements due to reporting dates or valuation methodologies of certain securities. 26  Item 16: Investment Discretion Through the client agreement, we may accept limited power of attorney to act on a discretionary basis on behalf of clients. A limited power of attorney allows us to execute trades on behalf of clients. When such limited powers exist between the Firm and the client, we have the authority to determine, without obtaining specific client consent, both the amount and type of securities to be bought to satisfy client account objectives. Additionally, we may accept any reasonable limitation or restriction to such authority on the account placed by the client. All limitations and restrictions placed on accounts must be presented to us in writing. For non-discretionary accounts, we consult with the client prior to each trade to obtain concurrence. 27  Item 17: Voting Client Securities Proxy Voting We do not have any authority to and do not vote proxies on behalf of clients, nor do we make any express or implied recommendation with respect to voting proxies. Clients retain the sole responsibility for receiving and voting proxies that they receive directly from either their custodian or transfer agents. Clients may contact us for information about proxy voting. 28  Item 18: Financial Information We are not required to provide a balance sheet. We do not require prepayment of fees of both more than $1,200 per client, and more than six months in advance. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients and have not been the subject of bankruptcy proceedings. 29