PLANMEMBER SECURITIES CORPORATION

ITEM 1. TITLE PAGE Wrap Fee Program Brochure (Form ADV Part 2A, Appendix 1) for the PlanMember Preference Program PlanMember IAR Program (Pershing) March 31, 2025 6187 Carpinteria Ave Carpinteria CA 93013 800.874.6910 www.planmember.com This brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. If you have any questions about the contents of this brochure, please contact us at 800.223.7608 or 800.874.6910. 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 our firm is available on the SEC’s website at: www.adviserinfo.sec.gov The terms “Registered” and “Registered Investment Advisor” do not imply a certain level of skill or training.  ITEM 2. MATERIAL CHANGES Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Generally, PSEC will notify clients of material changes on an annual basis. However, where we determine that an interim notification is either meaningful or required, we will notify our clients promptly. In either case, we will notify our clients in a separate document. No material changes have taken place since March 2024. March 31, 2025 2-14  ITEM 3. TABLE OF CONTENTS ITEM 1. TITLE PAGE .......................................................................................................................................................... 1 ITEM 2. MATERIAL CHANGES ........................................................................................................................................ 2 ITEM 3. TABLE OF CONTENTS ...................................................................................................................................... 3 ITEM 4. SERVICES, FEES, AND COMPENSATION .................................................................................................... 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS............................................................................ 6 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION ........................................................................ 7 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS......................................................... 9 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS .................................................................................. 9 ITEM 9. ADDITIONAL INFORMATION ............................................................................................................................ 9 March 31, 2025 3-14  ITEM 4. SERVICES, FEES, AND COMPENSATION PlanMember Securities Corporation (“PSEC,” “we,” “our,” and/or “us”) is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PSEC and has been in the financial services industry since 1980. PSEC is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. As used is this Brochure, “Your PSEC Professional” or “Professional” refers to the PSEC financial professional who is responsible for your account. The terms “you,” “your,” and/or “client” refer to you as either a current or prospective client of PSEC. As used in this Brochure, the term “Associated Person” may refer to any or all of the following: PSEC officers, employees, and/or any individuals providing investment advice on behalf of PSEC. Our brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available for you to research firms and financial professionals at investor.gov/crs, which also provides educational materials about broker-dealers, investment advisers, and investing. Depending on your needs and your investment objectives, the Firm may assist you with brokerage services, investment advisory services, or both. There are important differences between brokerage and advisory services, including their costs, the services we provide, and the rules that govern them. You should carefully consider these differences when deciding which type, or combination of types, of services and accounts are right for you. Information regarding the differences between our brokerage and advisory services is also included in our Client Relationship Summary disclosure (Form CRS), which is available at planmember.com/disclosures. In addition to the advisory programs and services described in this Brochure, PSEC also offers other advisory programs and services, which are described in separate Forms ADV, Part 2As. Detailed discussions of each of the advisory programs and services provided by PSEC, are available on our website at planmember.com/disclosures. When you choose to purchase products and services through PSEC and work with a PSEC financial professional, you have the option of investing through a transaction-based account, such as a brokerage account, a fee-based investment advisory program, or both. It is important to understand the services you can expect to receive, and the costs associated with each of these different types of accounts and relationship with PSEC and your PSEC financial professional. Additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. PlanMember Preference and PlanMember IAR Programs PSEC Advisors make available investment portfolio management services, on a discretionary basis, to their clients. PSEC Advisors will consult with the client to obtain detailed investment objective information and other pertinent data on an Investor Profile Worksheet to enable the client to determine the most appropriate investment guidelines, risk tolerance and other factors that will assist the client in selecting a suitable investment portfolio. Services are based on the individual needs of the client. An initial interview and data gathering questionnaire is undertaken to determine the client's financial situation and investment objectives, and to give the client the opportunity to impose reasonable restrictions on the management of the account. The client will retain rights of ownership of all securities and funds in the account to the same extent as if the client held the securities and funds outside the program. Further restrictions and guidelines imposed by clients may affect the composition and performance of a client's portfolio. For these reasons, performance of the portfolio will not be identical with the average client of PSEC Advisors. Services PSEC provides investment advisory programs to individuals and plan sponsors who participate in or sponsor certain qualified tax-deferred retirement programs including, but not limited to, payroll deduction programs under Sections 403(b), 401(k), 401(a), 457(b) and 408 of the Internal Revenue Code, as well as individuals invested in nonqualified investment advisor firms, and wrap fee programs. For accounts with Pershing as the custodian, brokerage and execution services are provided by Pershing. For accounts for which PlanMember acts as record keeper, PSEC will provide brokerage and execution services as the broker-dealer on transactions. The Program Fee March 31, 2025 4-14  PSEC offers the PlanMember Preference and PlanMember IAR Programs under which client accounts are managed for a single, asset-based fee for advisory services that includes the costs associated with portfolio management, custodial services, commissions, and securities transactions (the “wrap fee”). In addition, Pershing charges an annual account service fee of up to $50 depending on account type that will be billed separately, of which a portion is retained by the Firm. However, the custodian charges no additional transactional or record-keeping charges. PSEC Advisors provide investment portfolio management services, on a discretionary basis, to clients participating in the PlanMember Preference and PlanMember IAR Programs. Participating clients are required to establish accounts at PlanMember FDx, which is a registered transfer agent, or Pershing, LLC, which an unaffiliated securities broker-dealer and member of FINRA and SIPC. The wrap fee for PlanMember Preference Program accounts on the PlanMember FDx platform is billed monthly, in arrears, based on the average daily balance of the account during the preceding month. The wrap fee for the PlanMember IAR Program accounts on the Pershing platform is billed quarterly, in advance, based on the average daily balance of the account during the preceding month. For the PlanMember IAR Program, in the event the portfolio management agreement is executed at any time other than the first day of a month, fees will be assessed pro rata based on the initial account value. Clients participating in the Preference and PlanMember IAR Programs are required to authorize PSEC to debit the Program wrap fee from their account. If insufficient cash is available to pay such fees, securities in an amount equal to the balance of unpaid fees will be liquidated to pay for the unpaid balance. On an annualized basis, the Program wrap fee is charged at a maximum annual rate of 2.00% of assets under management. However, a lower rate may be negotiated with Your PSEC Advisor. Of the wrap fee, PSEC retains 0.35% of assets under management; the remainder is paid to Your PSEC Advisor. March 31, 2025 5-14  Fees Charged by Third Parties There are other fees and charges that are imposed by third parties other than PSEC that apply to investments in Advisor and Strategist Program accounts. Some of these fees and charges are described below. Since your assets are invested in mutual funds or other pooled investment products, you should be aware that there will be two layers of advisory fees and expenses for those assets. You will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. In the case of mutual funds that are fund of funds, there could be an additional layer of fees, including performance fees that may vary depending on the performance of the fund. You will also pay PSEC and your PSEC Professional the Account Fee with respect to those assets. Most of the mutual funds available in the program may be purchased directly. Therefore, you could generally avoid the second layer of fees by not using the advisory services of PSEC and Your PSEC Professional and by making your own decisions regarding the investment. If you transfer into an Advisor or Strategist Program account a previously purchased mutual fund, and there is an applicable contingent deferred sales charge on the fund, you will pay that charge when the mutual fund is sold. If your account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the investment, you will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit your transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits or tax harvesting). When transferring securities into an account, you should be aware that certain securities may not be eligible for the account. In such case, the securities may be rejected. Important Things to Consider About Fees on a Program Account The Account Fee is an ongoing fee for investment advisory services and other administrative and custodial services. You do not pay commissions or transaction charges. The Account Fee may cost you more than purchasing the program services separately, for example, paying an advisory fee plus commissions for each transaction in the account. Factors that have a bearing upon the cost of the account in relation to the cost of the Preference Program services purchased separately include the: type and size of the account transaction charges for the securities purchased and sold in the account and   historical and or expected size or number of trades for the account   number and range of supplementary advisory and client-related services provided to you The Account Fee also may cost you more than if assets were held in a traditional brokerage account. In a brokerage account, you are charged a commission for each transaction, and your PSEC Advisor has no duty to provide ongoing advice with respect to the account. If you plan to follow a buy and hold strategy for the account or you do not wish to purchase ongoing investment advice or management services, you should consider opening a brokerage account rather than a Program account. The Account Fee may be higher than the fees charged by other investment advisors for similar services. Your PSEC Advisor, by recommending the program to you, receives compensation as a result of your participation in the Program. This compensation includes a portion of the Account Fee, and also may include other types of compensation, such as bonuses, awards or other things of value offered by PSEC to the Your PSEC Advisor. PSEC pays your PSEC Advisor this compensation based on your Advisor’s overall business production and/or on the amount of assets serviced in PSEC advisory programs. Therefore, the amount of this compensation may be more than what your PSEC Advisor would receive if you participated in other PSEC programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, your PSEC Advisor may have a financial incentive to recommend a Preference Program account over other programs and services. The investment products available to be purchased in the Preference Program can be purchased by clients outside of a Program account, through broker-dealers or other investment firms not affiliated PSEC. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS Participation in the Preference Program is available to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, and other business entities. The minimum account size for the PlanMember IAR Program is $5,000. The minimum account balances may be waived by PlanMember at its sole discretion. March 31, 2025 6-14  ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION In the PlanMember Preference Program, PSEC does not select, review or recommend other investment advisors or portfolio managers. PSEC, through your PSEC Advisor, is responsible for the investment advice and management offered to you, and you select the PSEC Advisor who manages your account. PSEC generally requires that individuals involved in determining or giving investment advice have at least two years financial planning, advisory or brokerage-related experience. Each PSEC Advisor is also generally required to possess a FINRA Series 6, 7, 65, or 66 license (as required). For more information about the PSEC Advisor managing your account, you should refer to the Brochure Supplement for your PSEC Advisor, which you should have received along with this Brochure at the time you opened the account. PSEC does not calculate the performance record of PSEC Advisors; however, PSEC does calculate performance for each account. PSEC makes available online individual quarterly account performance, which provides performance information on internal rate of return basis. PSEC performance reports are intended to inform clients as to how their investments have performed for a period, both on an absolute basis and compared to leading investment indices. PSEC sponsors other types of advisory programs. In PSEC’s third-party strategist program, PlanMember Strategist, a third-party portfolio manager provides discretionary advisory services as a sub-advisor to PSEC. In PSEC’s mutual fund asset allocation programs, such as PlanMember Advisor and PlanMember Elite, PSEC (and not its PSEC Advisors) is responsible for the discretionary advisory services. PSEC and its PSEC Advisor Representatives do not accept performance-based fees under any PSEC advisory programs Investment Discretion. As noted above, additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds or sub-accounts utilized in each allocation; and (v) add or delete new funds/fund families, variable annuity sub-accounts, or other investment options within the mutual funds or variable annuities. Investment Discretion PSEC renders investment advice to advisory clients in the PlanMember Preference Program and the PlanMember Re- Directed Program on a discretionary basis pursuant to written authorization granted by the client. Performance-Based Fees and Side-by-Side Management We do not accept performance-based fees or participate in side-by-side management. 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. Performance-based fees are based on a share of the capital gains or capital appreciation of a client's account. Our fees are calculated as described in the Services, Fees and Compensation section above, and are not charged on the basis of a share of capital gains or capital appreciation of the assets within your advisory account. Methods of Analysis, Investment Strategies and Risk of Loss Security analysis methods used by PSEC Advisors participating in the PlanMember Preference and PlanMember IAR Programs may include, but are not limited to, charting (using charts to track individual security or market movements over time); fundamental analysis (evaluating securities based upon its historical and projected financial performance); technical analysis (examining moves in the price of an issue based upon peer securities or comparisons to an investment sector or index); and cyclical analysis (determining the desirability of an issue based upon the status of an issue within the price cycle the security or similar securities have followed historically). Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. March 31, 2025 7-14  While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for you will result in your goals being met, nor is there any guarantee of profit or protection from loss. For those investments sold by prospectus, you should read the prospectus in full. PSEC is disclosing those risks and opportunities for our investment strategy or for particular types of securities used.  High yield, high-risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment.  Lower-rated bonds are subject to greater fluctuations in value and risk of loss of income and principal. Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus.  The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate, inflation and credit risks associated with the underlying bond holdings.  There are tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families’ prospectus.  Small cap and Mid-cap investments may have additional risk, including greater price volatility.  While diversification through an asset allocation strategy is a useful technique that can help to manage overall portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss.  Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high‐quality, short‐term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible. Money market funds pay dividends that generally reflect short-term interest rates, and historically the returns for money market funds have been lower than for either bond or stock funds. PlanMember Preference and PlanMember IAR Program accounts are rebalanced periodically. While the Account is being rebalanced, requests for movements of Account balances, distributions, or other transactions affecting Account assets may be delayed until rebalancing is completed, which may be up to three (3) business days. Investment portfolio rebalancing is subject to market risk primarily that the value of redeemed and purchased shares may vary during the rebalancing process, resulting in gains or losses to your account. Also, some or all of the PlanMember Preference and PlanMember IAR Program accounts will be redeemed from the market and invested in a cash equivalent investment for one- or two-days during rebalancing; during this period, such PlanMember Preference and PlanMember IAR Program accounts will not participate in major market movements to the extent that they would if fully invested in the market. To avoid rebalancing market risk, you may notify your PSEC Advisor to move your account to a non-managed program with a static asset allocation, as PSEC will not periodically rebalance such accounts. Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of client assets. Regardless of account size or any other factors, we strongly recommend all clients continuously consult with a tax professional prior to and throughout the investment process. Pursuant to revised IRS regulations, custodians and broker-dealers will begin reporting the cost basis of equities acquired in client accounts on or after January 1, 2011. Your custodian will use the FIFO accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is right for you. If your tax advisor believes another accounting method is best, please provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods must be made before trades settle, as the cost basis method cannot be changed after settlement. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. March 31, 2025 8-14  Recommendation of Particular Types of Securities PSEC Advisors recommend all types of securities and do not necessarily recommend one particular type of security over another since each client has different needs and a different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Our financial professionals may hold the same investments as you. At times our financial professionals may take positions in the same securities as clients, and we will try to avoid conflicts with clients. The firm and its financial professionals will generally be “last in” and “last out” for the trading day when trading occurs in close proximity to client trades. We will not violate our responsibilities to our clients. Front-running (trading shortly ahead of clients) is prohibited. Should a conflict occur because of materiality (i.e. a thinly traded stock), disclosure will be made to the client(s) at the time of trading. Incidental trading not deemed to be a conflict (i.e. a purchase or sale which is minimal in relation to the total outstanding value, and as such would have negligible effect on the market price), would not be disclosed at the time of trading. Voting Client Securities For PlanMember Preference Accounts and PlanMember IAR Accounts, PSEC will not vote proxies on behalf of our accounts. However, we may, at your request, answer questions you may have regarding the nature of a proxy and voting procedures. ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS Your PSEC Advisor obtains the necessary financial data from you and assists you in setting an appropriate investment objective for your account. Your PSEC Advisor obtains this information by having you complete an Account Application that is a part of the Account Agreement. No less than annually, PSEC asks you to contact your PSEC Advisor if there have been any changes in your financial situation or investment objectives or if you wish to impose any reasonable restrictions on the management of your account or reasonably modify existing restrictions. You should be aware that the investment objective selected for the Program is an overall objective for the entire account and may be inconsistent with a particular holding and the account’s performance at any time. You should further be aware that achievement of the stated investment objective is a long-term goal for the account. Privacy Policy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact Sean Haley, Chief Compliance Officer, at 805-684-1199 if you have any questions regarding this policy. ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS PSEC does not place any restrictions on your ability to contact and consult with your PSEC Professional. ITEM 9. ADDITIONAL INFORMATION March 31, 2025 9-14  Disciplinary Information 2010. NASD Rules 2110, 3010 - PSEC outsourced its mutual fund breakpoint determinations to a third party vendor. Due to a software programming error, PSEC’s vendor failed to take certain B shares into consideration when determining PSEC’s customers’ breakpoints. As a result, some of PSEC’s customers (39 accounts) were overcharged for their mutual fund purchases. During this period, PSEC did not have in place a system or procedures for supervising the vendor’s breakpoint determinations. PSEC’s decision to outsource breakpoint determinations to a third party did not relieve PSEC of its ultimate responsibility for the outsourced activity. During the relevant period, PSEC failed to have in place adequate policies and procedures to monitor the outside vendor’s compliance with the terms of its agreement with PSEC, and to assess the outside vendor’s continued fitness and ability to perform the outside activities. PSEC failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PlanMember Securities Corporation consented to the described sanctions and to the entry of finding; therefore, it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board regulations. Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207 – During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients’ mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010 – During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives’ business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent (“AWC”) to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. Other Financial Industry Activities and Affiliations PSEC is not, but PSEC Advisors are licensed as securities salespersons (“Registered Representatives”) and insurance agents and are in the business of selling securities and insurance products. PSEC Advisors are associated with PlanMember Securities Corporation (“PSEC”), a dually registered investment adviser and securities broker/dealer, as Registered Representatives. PSEC is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority (“FINRA”). PSEC is a wholly owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the design and sale of investment products. We may recommend securities, asset management, or insurance products. If you purchase these products through us, we will receive the normal commissions or fees. Thus, a conflict exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products through PSEC. PSEC Advisors are licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended. If you purchase these products through us, we receive the normal commissions. Thus, a conflict of interest exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. March 31, 2025 10-14  PSEC may exercise agreements with other Registered Investment Advisors and recommend other Advisors to clients. In such instances, PSEC may receive a portion of the account fee or commissions. In these instances, we will make available to the client a “Compensation Disclosure Statement” and the Investment Advisor Brochure for the other Advisor. You are under no obligation to use the services of the other Advisor(s) recommended. PSEC is affiliated by common ownership with PlanMember Services Corporation (“PSC”), a pension administration and recordkeeping company, which is registered with the SEC as a transfer agent. PSC will perform client level recordkeeping and plan administration for PSEC clients enrolled in the PlanMember Advisor and PlanMember Preference and PlanMember IAR Programs and may receive fees for such services from the Fund Companies. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our employees and PSEC Advisors. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Advisors are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that certain persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting Sean Haley at (805) 684-1199. PSEC does not share revenue sharing payments with PSEC Advisors, and therefore, there is no financial incentive for an Advisor to select a participating fund for an account over another fund because of this fee arrangement. However, PSEC and its affiliates may make recommendations of mutual funds, which recommendations can be implemented by PSEC Advisors in an account. PSEC does not require that a mutual fund participate in these fee arrangements in order for a fund to be recommended. PSEC intends to make all recommendations independent of such fee arrangements. Review of Accounts Client accounts are monitored on a continuous basis, with a formal review conducted at least annually by the PSEC Advisor assigned to your account. The custodian holding your funds and securities (or its designated agent) will send you a confirmation of every securities transaction in your account(s), and a brokerage statement at least quarterly. Our firm will provide reports to you on an as- needed basis. Such reports may include information about accounts that are not directly managed by our firm. Client Referrals and Other Compensation We directly compensate non-employee (outside) consultants, individuals, and/or entities (Promotors formerly known as Solicitors) for client referrals. In order to receive a cash referral fee from our Firm, Promotors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our Firm by a Promotor, you should have received a copy of this Disclosure Brochure along with the Promotor's Disclosure Statement (formerly known as a Solicitors Disclosure Statement) at the time of the referral. If you become a client, the Promotor that referred you to our Firm will receive either a percentage of the advisory fee you pay our Firm for as long as you are a client with our Firm (or until such time as our agreement with the Promotor expires) or a one-time, flat referral fee upon your signing an advisory agreement with our Firm. You will not pay additional fees because of this referral arrangement. Referral fees paid to a Promotor are contingent upon your entering into an advisory agreement with our Firm. Therefore, a Promotor has a financial incentive to recommend our Firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our Firm for advisory services. Comparable services and/or lower fees may be available through other firms. Promotors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our Promotors disclose to you whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the Promotors 's compensation is less favorable. PSEC distributes investment products through independent financial professionals who are Registered Representatives of our broker-dealer, Investment Adviser Representatives affiliated with our Registered Investment Adviser, or both. Many of these financial professionals are affiliated with a PlanMember Financial Center—a group of financial professionals who March 31, 2025 11-14  work together under the guidance of a Financial Center principal. Financial Centers and financial professionals associated with Financial Centers receive sales and marketing support from us in the form of access to our business development and marketing staffs. Our financial professionals offer investments that are part of the PlanMember Services Program, as well as a broad range of other investments that are not part of the Program. The PlanMember Services Program includes PSEC-managed investment advisory programs, mutual funds and annuities that have been selected based on our assessment of our clients’ general investment needs and the ability to consolidate these investments into our service model. For investments that are part of the Program, we provide clients with consolidated account statements, access to the PlanMember Center, web and mobile app account access and ongoing financial education and communications. The intent of the PlanMember Services Program is to provide our clients a “one-stop shop” for their investment needs. As described in the Fees and Costs section, we charge additional fees for certain investments included in the PlanMember Services Program. As described below, we also receive additional revenue from some of the mutual fund and insurance companies included in the program. Additionally, some of the incentives that we provide to our investment professionals or Financial Center principals are based on PlanMember Program asset levels. While the PlanMember Services Program includes a broad array of investments, our financial professionals are not limited to selling investments that are part of the Program. We have identified certain conflicts of interest (“conflicts” or “COIs”) that relate to the recommendations we and our financial professionals make. A conflict arises when an interest (such as an economic benefit) might incline us or a financial professional, consciously or unconsciously, to make a recommendation that is not disinterested. Some of these conflicts exist between retail customers and both our firm and our financial professionals, while others exist primarily between retail customers and our firm or between retail customers and our financial professionals. The section below discloses material facts relating to these conflicts so that you are able to make an informed decision regarding any recommendation a financial professional provides you. The manner in which we are paid varies based on the types of services we provide. For our broker-dealer services, we are paid each time you make a new investment or trade in your self-clearing account, brokerage account or directly-held account. For our investment advisory services, we are paid based on a percentage of the assets in your advisory account (an “advisory fee”). The different methods of payment create an incentive for us or our financial professionals to recommend one type of product or service over another depending on how we prefer to be paid. The amount of commissions, fees, transaction-based payments, ongoing payments, and other forms of compensation we share with financial professionals is dictated by a compensation grid. Additionally, your financial professional’s payout percentage can be adjusted periodically depending on your financial professional’s total sales and overall performance. Our financial professionals are also eligible to receive cash compensation and/or non-cash compensation based on the revenue he/she generates from sales of PlanMember Services Program accounts. Cash compensation is conveyed through back-end bonuses, higher contractual payout percentages, and payment in the form of forgivable loans. Non-cash compensation includes, but is not limited to, eligibility for practice management/service support, free or reduced-cost marketing materials, and reimbursement or credits of fees that financial professionals pay to PSEC for items such as administrative services or technology. This provides an incentive for your financial professional to recommend PlanMember Services Program products over other products for which we do not provide such additional compensation. Financial Center principals are eligible to receive Growth Participation Payments. Growth Participation Payments are tiered payments based on incremental growth in PlanMember Program AUM and result in increased compensation of 1 to 5 basis points paid on incremental Financial Center PlanMember Program AUM. This payment structure incentivizes financial professionals to promote PlanMember Programs over other programs or investment products. Certain product sponsors or their affiliates also make payments to us to cover the costs associated with certain educational conferences or training seminars we host for our financial professionals. These payments are typically for fixed amounts and are not tied to total sales or customer assets. Even so, these payments incentivize us to sell you or recommend you hold investments issued by issuers that make these payments rather than investments of issuers that do not make these payments or make comparatively lower payments. A list of mutual fund product sponsors from whom we March 31, 2025 12-14  receive such compensation is available at planmember.com/disclosures. In all cases, such marketing allowances or other compensation will be paid to PSEC from the Program Sponsor’s own resources and not from client funds or assets. Brokerage Practices For PlanMember IAR Program accounts, PSEC requires that clients direct Pershing, LLC, as the sole and exclusive broker-dealer to execute transactions in the account. PSEC is not paid a commission for executing transactions. Clients should understand that not all advisors require their clients to direct brokerage. By directing brokerage to Pershing, clients may be unable to achieve the most favorable execution of client transactions. Therefore, directed brokerage may cost clients more money. However, clients should understand that Pershing is not paid a commission for executing transactions in program accounts. In addition, in the case of mutual funds, execution is made at the net asset value of the fund. Pershing may aggregate transactions in equity and fixed income securities for a client with other clients to improve the quality of execution. When transactions are so aggregated, the actual prices applicable to the aggregated transactions will be averaged, and the client account will be deemed to have purchased or sold its proportionate share of the securities involved at the average price obtained. Pershing may determine not to aggregate transactions, for example, based on the size of the trades, the number of client accounts, the timing of the trades, the liquidity of the securities and the discretionary or non-discretionary nature of the trades. If Pershing does not aggregate orders, some clients purchasing securities around the same time may receive a less favorable price than other clients. This means that this practice of not aggregating may cost clients more money. Financial Information We do not receive fees of more than $500 six months or more in advance, thus we are not required to provide financial information to our clients. We do not have any financial condition that is reasonably likely to impair our ability to meet our contracted commitment to any client. Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits From time to time, securities held in your accounts may be the subject of class action lawsuits. Without exception, we have no obligation to determine if securities held by you are subject to a pending or resolved class action lawsuit. We also have no duty to evaluate your eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, we have no obligation or responsibility to initiate litigation to recover damages on your behalf if you may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held in your account. Refer to the Part(s) 2B for background information about management personnel and those giving advice on behalf of our firm. March 31, 2025 13-14 

ITEM 1. TITLE PAGE PlanMember Securities Corporation Wrap Fee Program Brochure (Form ADV Part 2A, Appendix 1) for the PlanMember Investment & Savings Plus Program March 31, 2025 6187 Carpinteria Ave Carpinteria CA 93013 800.874.6910 www.planmember.com This brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. If you have any questions about the contents of this brochure, please contact us at 800.223.7608 or 800.874.6910. 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 our firm is available on the SEC’s website at: www.adviserinfo.sec.gov The terms “Registered” and “Registered Investment Advisor” do not imply a certain level of skill or training.  ITEM 2. MATERIAL CHANGES Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Generally, PSEC will notify clients of material changes on an annual basis. However, where we determine that an interim notification is either meaningful or required, we will notify our clients promptly. In either case, we will notify our clients in a separate document. PlanMember Securities Corporation (“PSEC” or “PlanMember”) offers a number of investment advisory programs for its clients. PSEC has prepared a separate brochure for each program (or group of similar programs) rather than a single large brochure that describes all of its programs. PSEC clients will receive only the brochure that describes the program in which they are participating or that they are considering. This brochure provides information relating to the PlanMember Investment and Savings Plus Program (“I&S Plus”). As the Investment & Savings Plus Program is a new program as of August 2024, there are no material changes to describe. March 31, 2025 2-14  ITEM 3. TABLE OF CONTENTS ITEM 1. TITLE PAGE .......................................................................................................................................................... 1 ITEM 2. MATERIAL CHANGES ........................................................................................................................................ 2 ITEM 3. TABLE OF CONTENTS ...................................................................................................................................... 3 ITEM 4. SERVICES, FEES, AND COMPENSATION .................................................................................................... 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS............................................................................ 7 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION ........................................................................ 7 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS......................................................... 9 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS .................................................................................. 9 ITEM 9. ADDITIONAL INFORMATION .......................................................................................................................... 10 March 31, 2025 3-14  ITEM 4. SERVICES, FEES, AND COMPENSATION PlanMember Securities Corporation (“PSEC,” “we,” “our,” and/or “us”) is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PSEC and has been in the financial services industry since 1980. PSEC is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of Equitable. As used is this Brochure, “Your PSEC Professional” or “Professional” refers to the PSEC financial professional who is responsible for your account. The terms “you,” “your,” and/or “client” refer to you as either a current or prospective client of PSEC. As used in this Brochure, the term “Associated Person” may refer to any or all the following: PSEC officers, employees, and/or any individuals providing investment advice on behalf of PSEC. Our brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available for you to research firms and financial professionals at investor.gov/crs, which also provides educational materials about broker-dealers, investment advisers, and investing. Depending on your needs and your investment objectives, the Firm may assist you with brokerage services, investment advisory services, or both. There are important differences between brokerage and advisory services, including their costs, the services we provide, and the rules that govern them. You should carefully consider these differences when deciding which type, or combination of types, of services and accounts are right for you. Information regarding the differences between our brokerage and advisory services is also included in our Client Relationship Summary disclosure (Form CRS), which is available at planmember.com/disclosures. In addition to the advisory programs and services described in this Brochure, PSEC also offers other advisory programs and services, which are described in separate Forms ADV, Part 2As. Detailed discussions of each of the advisory programs and services provided by PSEC, are available on our website at planmember.com/disclosures. When you choose to purchase products and services through PSEC and work with a PSEC financial professional, you have the option of investing through a transaction-based account, such as a brokerage account, a fee-based investment advisory program, or both. It is important to understand the services you can expect to receive, and the costs associated with each of these different types of accounts and the relationship with PSEC and your PSEC financial professional. Additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. PlanMember Investment & Savings Plus Program PSEC provides a variety of advisory services to its clients. The advisory services described in this brochure apply to the PlanMember Investment & Savings Plus Program listed on the cover page. This Program is intended for higher net worth clients with more sophisticated investment needs. Other advisory programs and services are described in separate Investment Adviser Brochures, which are available upon request. Services are based on the individual needs of the client. An initial interview and data gathering questionnaire is undertaken to determine the client's financial situation and investment objectives, and to give the client the opportunity to impose reasonable restrictions on the management of the account. The client will retain rights of ownership of all securities and funds in the account to the same extent as if the client held the securities and funds outside the program. Services The Investment & Savings Plus (I&S Plus) program is an extension of PlanMember's Investment & Savings Program. It offers expanded investment options and advisor tools designed for clients with sophisticated investment needs. The program provides access to ETF, mutual fund, or combined ETF/mutual fund asset allocation portfolios, separately managed accounts (SMAs) that utilize individual securities, and custom indexing strategies through a unified managed account (UMA) structure. PlanMember has partnered with Orion Advisor Solutions and its affiliates (“Orion”) to provide the underlying technology platform for the I&S Plus program. Orion’s investment platform and advisor tools have been tailored for PlanMember. The program includes investment strategies from numerous investment managers, with PlanMember maintaining ultimate responsibility for selecting and approving these available managers. March 31, 2025 4-14  As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of investments utilized in each allocation; and (v) add or delete investment options within the account. The Program Fee  Platform Fee: The I&S Plus program charges a tiered platform fee based on the total assets under management. The fee schedule is as follows: o First $100,000: 0.50% o Next $150,000: 0.45% o Next $250,000: 0.30% o Next $500,000: 0.20% o Over $1,000,000: 0.10% This platform fee is retained by PlanMember and a portion of it is shared with Orion for providing and servicing the program.  Advisor Fee: Your PSEC professional may add a fee on top of the platform fee of up to 1.35%, which is paid directly to the advisor at their contracted payout rate.  Strategy Subscription Fee: Certain investment managers may charge a subscription fee for the use of their strategies, ranging from 0.00% to 0.50%, depending on the type of strategy.  Account Service Fee: A $50 annual fee is charged for accounts with less than $150,000 in I&S Plus assets.  Sleeve Fee: Accounts with more than three investment sleeves will be charged a fee of $15 per additional sleeve per year.  Account Aggregation Fee: A $10 annual fee is charged for clients who link outside accounts via Plaid in the Client Portal. There is no transaction fees associated with the I&S Plus program. The above fee schedules may be discounted on a case-by-case basis at the discretion of PSEC and/or your PSEC Professional. A negotiated fee may apply in certain cases. Other fees related to the custody and servicing of the account and not related to the advisory services may apply. See your account application for details. The annual fee for I&S Plus is billed monthly, in arrears, based on the average daily balance of the account during the preceding quarter. Clients participating in I&S Plus are required to authorize PSEC to debit the Program Fee from their account. Important Things to Consider About Fees on a Program Account The Program Fee is an ongoing fee for investment advisory services and other administrative and custodial services. You do not pay commissions or transaction charges. The Program Fee may cost you more than purchasing the program services separately, for example, paying an advisory fee plus commissions for each transaction in the account. Factors that have a bearing upon the cost of the account in relation to the cost of the I&S Plus services purchased separately include the: type and size of the account transaction charges for the securities purchased and sold in the account and   historical and or expected size or number of trades for the account   number and range of supplementary advisory and client-related services provided to you The Program Fee also may cost you more than if assets were held in a traditional brokerage account. In a brokerage account, you are charged a commission for each transaction, and your PSEC Professional has no duty to provide ongoing advice with respect to the account. If you plan to follow a buy and hold strategy for the account or you do not wish to March 31, 2025 5-14  purchase ongoing investment advice or management services, you should consider opening a brokerage account rather than a Program account. The Program Fee may be higher than the fees charged by other investment advisors for similar services. Program Choice Conflicts of Interest Clients should be aware that the compensation to PSEC and our financial professionals will differ according to the specific advisory programs or services provided. This compensation to PSEC and a financial professional generally are more than the amounts we would otherwise receive if a client participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through PSEC or from other sources. PSEC and its financial professionals have a financial incentive to recommend advisory programs or services that provide higher compensation over other comparable programs or services available through PSEC or elsewhere that cost you less. For example, PSEC is registered both as a broker/dealer and an investment adviser, and a majority of PSEC’s advisors offer both commission-based brokerage services and fee-based advisory services to their clients. It is important to understand all the associated costs and benefits of each option so clients can decide which types of accounts and services are best suited for their unique financial goals, investment objective, and time horizon. PSEC encourages clients to review its Form CRS available on the firm’s website at https://www.planmember.com/disclosures and to discuss their options and the many differences between brokerage and advisory relationships with a PSEC financial professional. In addition, PSEC offers its financial professionals one or more financial benefits based on the professional’s total assets under management held at PSEC or in PSEC’s own Program accounts, as well as financial assistance for transitioning from another firm to PSEC. The types of financial benefits that are available to PSEC financial professionals include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, and account fees; technology fees; research package fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, and other forms of financial benefits that financial professionals have the opportunity to receive from PSEC provide a financial incentive for a financial professional to select PSEC as broker/dealer for client accounts over other broker/dealers from which they may not receive similar financial benefits or to use certain PSEC Advisory programs over other programs available through PSEC. Additionally, some PSEC financial professionals own and operate locations known as PlanMember Financial Centers. These Financial Centers may be single advisor branches or may include two or more advisors. As these Financial Centers grow, their fee-based business within PSEC’s suite of PSEC Programs, PSEC’s economies of scale are shared with those Financial Centers by increasing the payout percentage to the Financial Center owner, making loans to the Financial Center owner that are forgivable when the Financial Center accumulates certain client asset levels in PSEC Programs, and accruing and paying a deferred growth participation bonus based on client assets accumulated in PSEC Programs. As the amount of the advisors’ client assets in PSEC’s programs grows above certain levels, the advisors receive more financial benefits than they would otherwise receive with fewer assets in PSEC’s programs. These increases in a financial professional or Financial Center’s revenue translate into higher payouts for reaching various PSEC AUM levels which present a conflict of interest because they provide a financial incentive for financial professionals who receive the discounts to recommend PSEC’s Programs over other available managed or wrap account programs that do not offer such discounts or higher payouts to the financial professionals. Important Considerations Regarding Rollovers If you are a participant in an employer-sponsored retirement plan such as a 401(k) plan, and decide to roll assets out of the plan into a PSEC account, PSEC and your financial professional have a financial incentive to recommend that you invest those assets in a PSEC Account, because PSEC and the financial professional will be paid on those assets, for example, through commissions, fees and third party payments. You should be aware that such fees likely will be higher than those a participant pays through a plan, and there can be maintenance and other miscellaneous fees. As securities held in a retirement plan are generally not transferred directly to a PSEC Account, commissions and sales charges may be charged when liquidating such securities prior to the transfer, in addition to the commissions and sales charges previously paid on transactions in the plan. Deciding what to do with assets saved in an employer-sponsored retirement plan is one of the most important financial decisions a worker will make. For more information about distribution options, including IRA rollovers, check out the resources available to you on sec.gov, irs.gov, and dol.gov. As with any important financial decision, an individual should consider seeking professional assistance. Financial Advisors with investment March 31, 2025 6-14  expertise, as well as tax and legal advisers, can provide valuable support to individuals who want to learn more about IRA rollovers. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS The I&S Plus program is intended for higher-net-worth clients with more sophisticated investment needs. The minimum investment requirement for the program is $5,000. However, each investment manager sets their own minimums, typically ranging from $5,000 to $100,000, depending on the strategy. ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION Portfolio managers are selected based on advisor demand and are subject to a due diligence process performed by Orion, though PlanMember retains the final decision on whether to add a manager. The performance of these managers is monitored to ensure they meet the standards required by the program. Investment Discretion As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds or sub-accounts utilized in each allocation; and (v) add or delete new funds/fund families, variable annuity sub-accounts, or other investment options within the mutual funds or variable annuities. Performance-Based Fees and Side-by-Side Management We do not accept performance-based fees or participate in side-by-side management. 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. Performance-based fees are based on a share of the capital gains or capital appreciation of a client's account. Our fees are calculated as described in the Services, Fees and Compensation section above, and are not charged on the basis of a share of capital gains or capital appreciation of the assets within your advisory account. Methods of Analysis, Investment Strategies and Risk of Loss Third-Party Strategists PlanMember leverages the diligence process conducted by Orion, which utilizes specific qualitative and quantitative screening criteria to identify appropriate Strategists for the Strategist Program. The quantitative review focuses on the performance and track record of the Strategist as compared against benchmarks. Our qualitative analysis reviews information surrounding the operations of the Strategists, including history, experience, firm size and structure, investment analysis and decision-making process, and portfolio risk review. Qualitative screening includes a review of each Strategist’s organizational history and stability, including depth/experience of investment team and research group, investment process and strategy, internal resource allocation, legitimacy of track record, experience with taxable clients, client servicing capabilities, relationship with Orion, and other characteristics. Each Strategist is reviewed and analyzed, in detail, by the Orion Investment Committee. On at least an annual basis, the Orion Investment Committee will review the performance of each Strategist Model along with any organizational changes that may have occurred during the year. The Strategists are not provided your individual information or investment goals and objectives and do not have an advisory relationship with you. PlanMember Elite ETF Portfolios In addition to third-party Strategist Models, we offer the PlanMember Elite ETF Portfolios which are portfolios managed by PlanMember and composed of ETFs. PSEC utilizes strategic asset allocation, i.e. a top-down approach, in the management of client portfolios. Portfolios are primarily constructed using mutual funds or sub-accounts of variable annuities, both of which are investment vehicles that provide diversification in a cost-effective manner. Within each investment program, clients can generally pick from a series of five portfolios (labeled I through V) that graduate risk from March 31, 2025 7-14  conservative to aggressive. One typically finds higher equity allocations in the more aggressive portfolios, and higher fixed-income allocations in the more conservative portfolios. PSEC’s investment process can be divided into 3 main parts: 1. Economic Framework: PSEC develops a broad, intermediate to long-term view of the global economy and financial markets. 2. Portfolio Strategy: PSEC develops its strategy for each managed portfolio. Such strategy may increase or decrease expected portfolio risk or shift into or out of investments based on their perceived attractiveness. 3. Selection and Weighting: PSEC’s investment strategy is then translated into specific mutual fund and variable annuity sub-account weightings. Adjustments to the strategy can be made depending on the strengths and weaknesses of the individual mutual funds or sub-accounts being used. PSEC also implements a monitoring process to identify if and when another portfolio reallocation or rebalancing should occur. Decisions to change portfolio weightings rely on Strategic Rebalancing Events (SREs). These events can be classified into the following categories (but are not exclusive).  Changes in economic circumstances  Financial market disparities  Drift-based repositioning  Repositioning based on the characteristics of individual mutual funds or sub-accounts Orion-Managed Strategies PlanMember also makes available certain strategies that are managed by Orion,including certain direct indexing strategies, which replicate broad market indexes through the direct purchase of individual securities – rather than purchasing the index itself. These strategies seek to replicate the performance of the target index and create tax alpha by harvesting tax losses to offset taxes on capital gains elsewhere. To monitor Strategists and manage the PlanMember and Orion strategies, the I&S Plus program utilizes a Orion’s risk scoring methodology. This tool assists Investment Advisors in developing and selecting model portfolios by assigning a risk score to each Strategist Model on the I&S Plus platform. The tool also defines each Strategist Model according to their investment style or mandate.Risk of Loss Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. By its nature, asset allocation looks to the long-term. After the client's short-term cash needs and emergency fund is evaluated, investment and insurance strategies are designed to help the client achieve his or her financial goals. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for the client will result in the client’s goals being met, nor is there any guarantee of profit or protection from loss. For those investments sold by prospectus, clients should read the prospectus in full. PSEC is disclosing those risks and opportunities for our investment strategy or for particular types of securities used. High yield, high risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment.  The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate,  inflation and credit risks associated with the underlying bond holdings. Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus.  Small cap and Mid-cap investments may have additional risk, including greater price volatility.  Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high‐quality, short‐term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible. March 31, 2025 8-14   There may be tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families’ prospectus.  While diversification through an asset allocation strategy is a useful technique that can help to manage overall  portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss. Investment portfolio rebalancing is subject to market risk primarily that the value of redeemed and purchased shares may vary during the rebalancing process, resulting in gains or losses to your account. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Voting Client Securities PlanMember does not vote securities for the I&S Plus program. ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS Your PSEC Professional obtains the necessary financial data from you and assists you in determining your risk tolerance and other factors that will assist you in selecting the proper portfolio. Your PSEC Professional obtains this information by having you complete a PlanMember Client Profile Form and a PlanMember New Account Form. In quarterly communications, PSEC asks you to contact your PSEC Professional if there have been any changes in your financial situation or investment objectives or if you wish to impose any reasonable restrictions on the management of your account or reasonably modify existing restrictions. You should be aware that the investment objective selected for the Program is an overall objective for the entire account and may be inconsistent with a particular holding and the account’s performance at any time. You should further be aware that achievement of the stated investment objective is a long-term goal for the account. The portfolio managers of the I&S Plus Program do not receive information regarding individual clients. The portfolios underlying these programs have been structured to provide an efficient investment opportunity for a broad range of clients, grouped by similar risk tolerance and investment objective. Privacy Policy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact Sean Haley, Chief Compliance Officer, at 805-684-1199 if you have any questions regarding this policy. ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS PSEC does not place any restrictions on your ability to contact and consult with your PSEC Professional. March 31, 2025 9-14  ITEM 9. ADDITIONAL INFORMATION Disciplinary Information 2010. NASD Rules 2110, 3010 - PSEC outsourced its mutual fund breakpoint determinations to a third party vendor. Due to a software programming error, PSEC’s vendor failed to take certain B shares into consideration when determining PSEC’s customers’ breakpoints. As a result, some of PSEC’s customers (39 accounts) were overcharged for their mutual fund purchases. During this period, PSEC did not have in place a system or procedures for supervising the vendor’s breakpoint determinations. PSEC’s decision to outsource breakpoint determinations to a third party did not relieve PSEC of its ultimate responsibility for the outsourced activity. During the relevant period, PSEC failed to have in place adequate policies and procedures to monitor the outside vendor’s compliance with the terms of its agreement with PSEC, and to assess the outside vendor’s continued fitness and ability to perform the outside activities. PSEC failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PlanMember Securities Corporation consented to the described sanctions and to the entry of finding; therefore, it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board regulations. Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207 – During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010. During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives’ business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent (“AWC”) to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. Other Financial Industry Activities and Affiliations PSEC is not, but some PSEC Professionals are licensed as securities salespersons (“Registered Representatives”) and insurance agents and are in the business of selling securities and insurance products. PSEC Professionals are associated with PlanMember Securities Corporation (“PSEC”), a dually registered investment adviser and securities broker/dealer, as Registered Representatives or Investment Adviser Representatives. PSEC is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority (“FINRA”). PSEC is a wholly owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the design and sale of investment products. We may recommend securities, asset management, or insurance products. If you purchase these products through us, we will receive the normal commissions or fees. Thus, a conflict exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products through PSEC. March 31, 2025 10-14  PSEC Professionals are licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended. If you purchase these products through us, we receive the normal commissions. Thus, a conflict of interest exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. For certain Turn-key Asset Management Programs (“TAMPs”) accounts, PSEC is acting as a Promotors or referral agent on behalf of the TAMP and may act as a point of contact between you and the TAMP. In other cases, PSEC may act as an investment adviser and sub-advise on the account along with the TAMP. PSEC enters into agreements with TAMPs to whom PSEC refers Customers, pursuant to which PSEC may provide (i) marketing services on behalf of the third-party investment advisers to PSEC representatives or (ii) data technology services to integrate third party investment adviser account data on PSEC’s technology systems. For TAMPs, clients pay an advisory fee as set out in the client agreement with the TAMP sponsor. The fee is typically negotiated among the TAMP sponsor, the financial professional nd the client. The TAMP sponsor may establish a fee schedule or set a minimum and/or maximum fee. The TAMP fee schedule will be set out in the Disclosure Brochure provided by the TAMP sponsor. The advisory fee typically is based on the value of assets under management as valued by the custodian of the assets for the account and will vary by program. The advisory fee is often paid to the TAMP sponsor, who in turn pays a portion to PSEC. The maximum fee typically paid to PSEC is 2%, but may be higher or lower in certain circumstances, of which PSEC shares between 90% and 100% of the portion of the fee with the financial professional based on the agreement between PSEC and the financial professional. The TAMP Brochure or client agreement will explain how clients can obtain a refund of any pre-paid fees if the agreement is terminated before the end of a billing period. There are other fees and charges imposed by third parties (i.e. Custodian) that apply to investments in TAMPs. These fees and charges will be outlined in the TAMP sponsors’ respective ADV Disclosure Brochure and the agreement executed by the client at the time the account is opened. PSEC is affiliated by common ownership with PlanMember Services Corporation (“PSC”), a pension administration and recordkeeping company, which is registered with the SEC as a transfer agent. PSC will perform client level recordkeeping and plan administration for PSEC clients enrolled in the PlanMember Advisor and PlanMember Preference and PlanMember Rep-Directed Programs and may receive fees for such services from the Fund Companies. PSEC is a wholly owned subsidiary of PlanMember Financial Corporation (“PFC”). More than 25% of a voting class of securities of PFC is owned by a subsidiary of Equitable Distribution Holdings, Inc. (“EQH”). PSEC offers various products, including variable annuities and mutual funds, which are sponsored by affiliates of EQH. This relationship represents a conflict of interest, in that PSEC and PSEC Professionals are inclined to invest client assets in EQH-affiliated products. PSEC and EQH have attempted to mitigate this conflict by ensuring that neither PSEC nor PSEC Professionals receive any direct or indirect monetary incentive to make such investments. The decision to invest or retain client assets in EQH- affiliated products is made by PSEC investment professionals based on objective quantitative and qualitative processes dependent upon due diligence investigation and monitoring of the products and their investment performance. Fiduciary Duty with Respect to Retirement Plan Accounts and IRAs When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our employees and PSEC Professionals. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Advisors are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that certain persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by March 31, 2025 11-14  persons associated with our firm. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting Sean Haley at (805) 684-1199. Review of Accounts Client accounts are monitored on a continuous basis, with a formal review conducted at least annually by the PSEC Professional assigned to your account. The custodian holding your funds and securities (or its designated agent) will send you a confirmation of every securities transaction in your account(s), and a brokerage statement at least quarterly. Our firm will provide reports to you on an as- needed basis. Such reports may include information about accounts that are not directly managed by our firm. Client Referrals and Other Compensation We directly compensate non-employee (outside) consultants, individuals, and/or entities (Promotors formerly known as Solicitors) for client referrals. In order to receive a cash referral fee from our Firm, Promotors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our Firm by a Promotor, you should have received a copy of this Disclosure Brochure along with the Promotor's Disclosure Statement (formerly known as a Solicitors Disclosure Statement) at the time of the referral. If you become a client, the Promotor that referred you to our Firm will receive either a percentage of the advisory fee you pay our Firm for as long as you are a client with our Firm (or until such time as our agreement with the Promotor expires) or a one-time, flat referral fee upon your signing an advisory agreement with our Firm. You will not pay additional fees because of this referral arrangement. Referral fees paid to a Promotor are contingent upon your entering into an advisory agreement with our Firm. Therefore, a Promotor has a financial incentive to recommend our Firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our Firm for advisory services. Comparable services and/or lower fees may be available through other firms. Promotors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our Promotors disclose to you whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the Promotors 's compensation is less favorable. PSEC distributes investment products through independent financial professionals who are Registered Representatives of our broker-dealer, Investment Adviser Representatives affiliated with our Registered Investment Adviser, or both. Many of these financial professionals are affiliated with a PlanMember Financial Center—a group of financial professionals who work together under the guidance of a Financial Center principal. Financial Centers and financial professionals associated with Financial Centers receive sales and marketing support from us in the form of access to our business development and marketing staffs. Our financial professionals offer investments that are part of the PlanMember Services Program, as well as a broad range of other investments that are not part of the Program. The PlanMember Services Program includes PSEC-managed investment advisory programs, mutual funds and annuities that have been selected based on our assessment of our clients’ general investment needs and the ability to consolidate these investments into our service model. For investments that are part of the Program, we provide clients with consolidated account statements, access to the PlanMember Center, web and mobile app account access and ongoing financial education and communications. The intent of the PlanMember Services Program is to provide our clients a “one-stop shop” for their investment needs. As described in the Fees and Costs section, we charge additional fees for certain investments included in the PlanMember Services Program. As described below, we also receive additional revenue from some of the mutual fund and insurance companies included in the program. Additionally, some of the incentives that we provide to our investment professionals or Financial Center principals are based on PlanMember Program asset levels. While the PlanMember Securities Programs includes a broad array of investments, our financial professionals are not limited to selling investments that are part of the Program. We have identified certain conflicts of interest (“conflicts” or “COIs”) that relate to the recommendations we and our financial professionals make. A conflict arises when an interest (such as an economic benefit) might incline us or a financial professional, consciously or unconsciously, to make a recommendation that is not disinterested. Some of these conflicts exist between retail customers and both our firm and our financial professionals, while others exist primarily between retail customers and our firm or between retail customers and our financial professionals. The section below March 31, 2025 12-14  discloses material facts relating to these conflicts so that you are able to make an informed decision regarding any recommendation a financial professional provides you. The manner in which we are paid varies based on the types of services we provide. For our broker-dealer services, we are paid each time you make a new investment or trade in your self-clearing account, brokerage account or directly-held account. For our investment advisory services, we are paid based on a percentage of the assets in your advisory account (an “advisory fee”). The different methods of payment create an incentive for us or our financial professionals to recommend one type of product or service over another depending on how we prefer to be paid. The amount of commissions, fees, transaction-based payments, ongoing payments, and other forms of compensation we share with financial professionals is dictated by a compensation grid. Additionally, your financial professional’s payout percentage can be adjusted periodically depending on your financial professional’s total sales and overall performance. Our financial professionals are also eligible to receive cash compensation and/or non-cash compensation based on the revenue he/she generates from sales of PlanMember Services Program accounts. Cash compensation is conveyed through back-end bonuses, higher contractual payout percentages, and payment in the form of forgivable loans. Non-cash compensation includes, but is not limited to, eligibility for practice management/service support, free or reduced-cost marketing materials, and reimbursement or credits of fees that financial professionals pay to PSEC for items such as administrative services or technology. This provides an incentive for your financial professional to recommend PlanMember Services Program products over other products for which we do not provide such additional compensation. Financial Center principals are eligible to receive Growth Participation Payments. Growth Participation Payments are tiered payments based on incremental growth in PlanMember Program AUM and result in increased compensation of 1 to 5 basis points paid on incremental Financial Center PlanMember Program AUM. This payment structure incentivizes financial professionals to promote PlanMember Programs over other programs or investment products. Certain product sponsors or their affiliates also make payments to us to cover the costs associated with certain educational conferences or training seminars we host for our financial professionals. These payments are typically for fixed amounts and are not tied to total sales or customer assets. Even so, these payments incentivize us to sell you or recommend you hold investments issued by issuers that make these payments rather than investments of issuers that do not make these payments or make comparatively lower payments. A list of mutual fund product sponsors from whom we receive such compensation is available at planmember.com/disclosures. In all cases, such marketing allowances or other compensation will be paid to PSEC from the Program Sponsor’s own resources and not from client funds or assets. Financial Information We do not receive fees of more than $500 six months or more in advance, thus we are not required to provide financial information to our clients. We do not have any financial condition that is reasonably likely to impair our ability to meet our contracted commitment to any client. Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits From time to time, securities held in your accounts may be the subject of class action lawsuits. Without exception, we have no obligation to determine if securities held by you are subject to a pending or resolved class action lawsuit. We also have no duty to evaluate your eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, we have no obligation or responsibility to initiate litigation to recover damages on your behalf if you may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held in your account. March 31, 2025 13-14  Refer to the Part(s) 2B for background information about management personnel and those giving advice on behalf of our firm. March 31, 2025 14-14 

ITEM 1. TITLE PAGE PlanMember Pershing Q8P IAR Program March 31, 2025 6187 Carpinteria Ave Carpinteria CA 93013 800.874.6910 www.planmember.com This Brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. If you have any questions about the contents of this Brochure, please contact us at 800.223.7608 or 800.874.6910. 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 our Firm is available on the SEC's website at: www.adviserinfo.sec.gov The terms "Registered" and "Registered Investment Advisor" do not imply a certain level of skill or training.  ITEM 2. MATERIAL CHANGES Form ADV Part 2 requires registered investment advisers to amend their Brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Generally, PSEC will notify clients of material changes on an annual basis. However, where we determine that an interim notification is either meaningful or required, we will notify our clients promptly. In either case, we will notify our clients in a separate document. No material changes since March 2024. 2  ITEM 3: TABLE OF CONTENTS ITEM 1. TITLE PAGE ................................................................................................................................................................. 1 ITEM 2. MATERIAL CHANGES .................................................................................................................................................. 2 ITEM 3: TABLE OF CONTENTS ................................................................................................................................................. 3 ITEM 4. ADVISORY BUSINESS .................................................................................................................................................. 4 ITEM 5. FEES AND COMPENSATION ........................................................................................................................................ 5 ITEM 6. PERFORMANCE-BASED FEES AND SIDE BY SIDE MANAGEMENT .............................................................................. 6 ITEM 7. TYPES OF CLIENTS ...................................................................................................................................................... 6 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGY AND RISK OF LOSS ...................................................................... 6 ITEM 9. DISCIPLANARY INFORMATION ................................................................................................................................... 8 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ................................................................................. 8 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING ................ 9 ITEM 12. BROKERAGE PRACTICES ......................................................................................................................................... 10 ITEM 13. REVIEW OF ACCOUNTS .......................................................................................................................................... 10 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION ................................................................................................. 10 ITEM 15. CUSTODY ................................................................................................................................................................ 11 ITEM 16. INVESTMENT DISCRETION ..................................................................................................................................... 12 ITEM 17. FIDUCIARY DUTY WITH RESPECT TO RETIREMENT PLAN ACCOUNTS AND IRAs ................................................... 12 ITEM 18. VOTING CLIENT SECURITIES ................................................................................................................................... 12 ITEM 19. FINANCIAL INFORMATION ..................................................................................................................................... 12 3  ITEM 4. ADVISORY BUSINESS Advisory Firm PlanMember Securities Corporation ("PSEC") is an SEC registered broker/dealer, a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), and is currently in the primary business of selling managed portfolios of mutual funds. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President and has been in the financial services industry since 1980. PSEC is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. Advisory Services PSEC provides a variety of advisory services to its clients. The advisory services described in this Brochure apply to the PlanMember Pershing Q8P Program. This Program is marketed primarily to individual investors. Other advisory programs and services are described in separate Investment Adviser Brochures, which are available upon request. Services are based on the individual needs of the client. An initial interview and data gathering questionnaire is undertaken to determine the client's financial situation and investment objectives and to allow the client to impose reasonable restrictions on the management of the Account. The client will retain rights of ownership of all securities and funds in the Account to the same extent as if the client held the securities and funds outside the program. PlanMember Securities Corporation ("PSEC," "we," "our," and/or "us") is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PSEC is a direct subsidiary of PlanMember Financial Corporation. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PSEC and has been in the financial services industry since 1980. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. As used in this Brochure, "Your PSEC Professional" or "Professional" refers to the PSEC financial professional responsible for your Account. The terms "you," "your," and/or "client" refer to you as either a current or prospective client of PSEC. As used in this Brochure, the term "Associated Person" may refer to any or all of the following: PSEC officers, employees, and/or any individuals providing investment advice on behalf of PSEC. Our brokerage and investment advisory services and fees differ, and it is essential for you to understand these differences. Free and simple tools are available to research firms and financial professionals at investor.gov/crs, providing educational materials about broker-dealers, investment advisers, and investing. Depending on your needs and investment objectives, the Firm may assist you with brokerage services, investment advisory services, or both. There are important differences between brokerage and advisory services, including their costs, the services we provide, and the rules that govern them. You should carefully consider these differences when deciding which type or combination of services and accounts are right for you. Information regarding the differences between our brokerage and advisory services is also found in our Client Relationship Summary disclosure (Form CRS), which is available at planmember.com/disclosures. In addition to the advisory programs and services described in this Brochure, PSEC also offers other advisory programs and services described in separate Forms ADV, Part 2As. Detailed discussions of each of the advisory programs and services provided by PSEC, are available on our website at planmember.com/disclosures. When you purchase products and services through PSEC and work with a PSEC financial professional, you can invest through a transaction-based account, such as a brokerage account, a fee-based investment advisory program, or both. It is important to understand the services you can expect to receive, the costs associated with each of these different accounts, and your relationship with PSEC and your PSEC financial professional. Additional information on the types of accounts PSEC offers and the associated costs are available on our website at planmember.com/disclosures. 4  PlanMember Pershing Q8P IAR Program PSEC Advisors make available investment portfolio management services, on a discretionary basis, to their clients. PSEC Advisors will consult with the client to obtain detailed investment objective information and other pertinent data on a PlanMember New Account Form to enable the client to determine the most appropriate investment guidelines, risk tolerance, and other factors that will assist the client in selecting an appropriate investment portfolio. Services are based on the individual needs of the client. An initial interview and data gathering questionnaire are undertaken to determine the client's financial situation and investment objectives and to allow the client to impose reasonable restrictions on the management of the Account. The client will retain rights of ownership of all securities and funds in the Account to the same extent as if the client held the securities and funds outside the program. Services PSEC provides investment advisory programs to individuals and plan sponsors who participate in or sponsor certain qualified tax-deferred retirement programs including, but not limited to, payroll deduction programs under Sections 403(b), 401(k), 401(a), 457(b) and 408 of the Internal Revenue Code, as well as individuals invested in nonqualified investment advisor firms, and fee-based programs. For accounts with Pershing as the custodian, brokerage and execution services are provided by Pershing. ITEM 5. FEES AND COMPENSATION Program Fee and Ticket Charges PSEC Advisors provide discretionary investment portfolio management services to clients participating in the PlanMember Pershing Q8P Program. Participating clients are required to establish accounts at Pershing, LLC, which an unaffiliated securities broker-dealer and member of FINRA and SIPC. Certain PlanMember investment advisory programs charge an "all-inclusive" bundled fee based on the value of the assets in your account. This bundled fee usually includes a portfolio management fee, transaction, trading and execution costs, and investment advice and is sometimes referred to as a "wrap fee." The PlanMember Pershing Q8P Program is a non-wrap fee account. On an annualized basis, a Program fee is charged at a maximum annual rate of 2.00% of assets under management. Additionally, accounts in the Pershing Q8P Program will be subject to transaction-based ticket charges whenever purchases or sales of equity and fixed income products occur and when certain mutual fund transactions take place. Prior to January 1, 2023, a portion of this ticket charge was retained by the Firm and was known as the "Firm's Retention." However, as of January 1, 2023, the Firm no longer retains a portion of this ticket charge. Clients participating in the PlanMember Pershing Q8P Program are required to authorize PSEC to debit the Program fee from their Account. If insufficient cash is available to pay such fees, securities in an amount equal to the balance of unpaid fees will be liquidated to pay for the unpaid balance. In addition, Pershing charges an annual account service fee of up to $50 depending on account type that will be billed separately, of which a portion is retained by the Firm. Fees Charged by Third Parties There are other fees and charges that are imposed by third parties other than PSEC that apply to investments in Advisor and Strategist Program accounts. Some of these fees and charges are described below. Since your assets are invested in mutual funds or other pooled investment products, you should be aware that there will be two layers of advisory fees and expenses for those assets. You will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. In the case of mutual funds that are fund of funds, there could be an additional layer of fees, including performance fees that may vary depending on the performance of the fund. You will also pay PSEC and your PSEC Professional the Account Fee with respect to those assets. Most of the mutual funds available in the program may be purchased directly. Therefore, you could generally avoid the second layer of fees by not using the advisory services of PSEC and Your PSEC Professional and by making your own decisions regarding the investment. If you transfer into an Advisor or Strategist Program account a previously purchased mutual fund, and there is an applicable contingent deferred sales charge on the fund, you will pay that charge when the mutual fund is sold. If your Account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the 5  investment, you will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit your transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits or tax harvesting). When transferring securities into an account, you should be aware that certain securities may not be eligible for the Account. In such case, the securities may be rejected. Important Things to Consider About Fees on a Program Account Your PSEC Advisor, by recommending the program to you, receives compensation as a result of your participation in the Program. This compensation includes a portion of the Account Fee, and also may include other types of compensation, such as bonuses, awards or other things of value offered by PSEC to your PSEC Advisor. PSEC pays your PSEC Advisor this compensation based on your Advisor's overall business production and/or on the amount of assets serviced in PSEC advisory programs. Therefore, the amount of this compensation may be more than what your PSEC Advisor would receive if you participated in other PSEC programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, your PSEC Advisor may have a financial incentive to recommend a PlanMember Pershing Q8P IAR Program account over other programs and services. The investment products available to be purchased in the Pershing Q8P IAR Program can be purchased by clients outside of a Program account, through broker-dealers or other investment firms not affiliated PSEC. ITEM 6. PERFORMANCE-BASED FEES AND SIDE BY SIDE MANAGEMENT We do not accept performance-based fees or participate in side-by-side management. 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. Performance-based fees are based on a share of the capital gains or capital appreciation of a client's Account. Our fees are calculated as described in the Services, Fees and Compensation section above, and are not charged on the basis of a share of capital gains or capital appreciation of the assets within your advisory Account. ITEM 7. TYPES OF CLIENTS Participation in the PlanMember Pershing Q8P Program is available to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, and other business entities. The minimum account size for the Program is $5,000. The minimum account balances may be waived by PlanMember at its sole discretion. ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGY AND RISK OF LOSS In the PlanMember Pershing Q8P Program, PSEC does not select, review or recommend other investment advisors or portfolio managers. PSEC, through your PSEC Advisor, is responsible for the investment advice and management offered to you, and you select the PSEC Advisor who manages your Account. PSEC generally requires that individuals involved in determining or giving investment advice have at least two years financial planning, advisory or brokerage-related experience. Each PSEC Advisor is also generally required to possess a FINRA Series 6, 7, 65, or 66 license (as required). For more information about the PSEC Advisor managing your Account, you should refer to the Brochure Supplement for your PSEC Advisor, which you should have received along with this Brochure at the time you opened the Account. PSEC sponsors other types of advisory programs. In PSEC's third-party strategist program, PlanMember Strategist, a third-party portfolio manager provides discretionary advisory services as a sub-advisor to PSEC. In PSEC's mutual fund asset allocation programs, such as PlanMember Advisor and PlanMember Elite, PSEC (and not its PSEC Advisors) is responsible for the discretionary advisory services. PSEC and its PSEC Advisor Representatives do not accept performance-based fees under any PSEC advisory programs. As noted above, additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the Account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the Account to the new quarterly asset allocation selections; (iii) reallocate the assets in the Account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds or sub-accounts utilized in each allocation; and (v) add or delete new funds/fund families, variable annuity sub-accounts, or other investment options within the mutual funds or variable annuities. 6  Methods of Analysis, Investment Strategies and Risk of Loss Security analysis methods used by PSEC Advisors participating in the PlanMember Pershing Q8PIAR Programs may include, but are not limited to, charting (using charts to track individual security or market movements over time); fundamental analysis (evaluating securities based upon its historical and projected financial performance); technical analysis (examining moves in the price of an issue based upon peer securities or comparisons to an investment sector or index); and cyclical analysis (determining the desirability of an issue based upon the status of an issue within the price cycle the security or similar securities have followed historically). Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for you will result in your goals being met, nor is there any guarantee of profit or protection from loss. For those investments sold by prospectus, you should read the prospectus in full. PSEC is disclosing those risks and opportunities for our investment strategy or for particular types of securities used. High yield, high-risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment. Lower-rated bonds are subject to greater fluctuations in value and risk of loss of income and principal. Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus. The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate, inflation and credit risks associated with the underlying bond holdings. There are tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families' prospectus. Small cap and Mid-cap investments may have additional risk, including greater price volatility. While diversification through an asset allocation strategy is a useful technique that can help to manage overall portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss. Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high‐quality, short‐term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund's investments perform poorly. Investor losses have been rare, but they are possible. Money market funds pay dividends that generally reflect short-term interest rates, and historically the returns for money market funds have been lower than for either bond or stock funds. Your financial advisor’s strategies and investments may have unique and significant tax implications. Regardless of account size or any other factors, we strongly recommend all clients continuously consult with a tax professional prior to and throughout the investment process. Pursuant to revised IRS regulations, custodians and broker-dealers will begin reporting the cost basis of equities acquired in client accounts on or after January 1, 2011. Your custodian will use the FIFO accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is right for you. If your tax advisor believes another accounting method is best, please provide written notice to our Firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods must be made before trades settle, as the cost basis method cannot be changed after settlement. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Recommendation of Particular Types of Securities 7  PSEC Advisors recommend all types of securities and do not necessarily recommend one particular type of security over another since each client has different needs and a different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Our financial professionals may hold the same investments as you. At times our financial professionals may take positions in the same securities as clients, and we will try to avoid conflicts with clients. The Firm and its financial professionals will generally be "last in" and "last out" for the trading day when trading occurs in close proximity to client trades. We will not violate our responsibilities to our clients. Front-running (trading shortly ahead of clients) is prohibited. Should a conflict occur because of materiality (i.e. a thinly traded stock), disclosure will be made to the client(s) at the time of trading. Incidental trading not deemed to be a conflict (i.e. a purchase or sale which is minimal in relation to the total outstanding value, and as such would have negligible effect on the market price), would not be disclosed at the time of trading. ITEM 9. DISCIPLANARY INFORMATION 2010. NASD Rules 2110, 3010 - PSEC outsourced its mutual fund breakpoint determinations to a third party vendor. Due to a software programming error, PSEC's vendor failed to take certain B shares into consideration when determining PSEC's customers' breakpoints. As a result, some of PSEC's customers (39 accounts) were overcharged for their mutual fund purchases. During this period, PSEC did not have in place a system or procedures for supervising the vendor's breakpoint determinations. PSEC's decision to outsource breakpoint determinations to a third party did not relieve PSEC of its ultimate responsibility for the outsourced activity. During the relevant period, PSEC failed to have in place adequate policies and procedures to monitor the outside vendor's compliance with the terms of its agreement with PSEC, and to assess the outside vendor's continued fitness and ability to perform the outside activities. PSEC failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PlanMember Securities Corporation consented to the described sanctions and to the entry of finding; therefore, it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board regulations. Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207 – During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the Firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010 – During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives' business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent ("AWC") to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 8  PSEC is not, but PSEC Advisors are licensed as securities salespersons ("Registered Representatives") and insurance agents and are in the business of selling securities and insurance products. PSEC Advisors are associated with PlanMember Securities Corporation ("PSEC"), a dually registered investment adviser and securities broker/dealer, as Registered Representatives. PSEC is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority ("FINRA"). PSEC is a wholly owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the design and sale of investment products. We may recommend securities, asset management, or insurance products. If you purchase these products through us, we will receive the normal commissions or fees. Thus, a conflict exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products through PSEC. PSEC Advisors are licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended. If you purchase these products through us, we receive the normal commissions. Thus, a conflict of interest exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. PSEC may exercise agreements with other Registered Investment Advisors and recommend other Advisors to clients. In such instances, PSEC may receive a portion of the account fee or commissions. In these instances, we will make available to the client a "Compensation Disclosure Statement" and the Investment Advisor Brochure for the other Advisor. You are under no obligation to use the services of the other Advisor(s) recommended. PSEC is affiliated by common ownership with PlanMember Services Corporation ("PSC"), a pension administration and recordkeeping company, which is registered with the SEC as a transfer agent. PSC will perform client level recordkeeping and plan administration for PSEC clients enrolled in the PlanMember Advisor and PlanMember Preference and PlanMember IAR Programs and may receive fees for such services from the Fund Companies. ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our employees and PSEC Advisors. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Advisors are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that certain persons associated with our Firm submit reports of their personal account holdings and transactions to a qualified representative of our Firm who will review these reports on a periodic basis. Persons associated with our Firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our Firm. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting Sean Haley at (805) 684-1199. PSEC does not share revenue sharing payments with PSEC Advisors, and therefore, there is no financial incentive for an Advisor to select a participating fund for an account over another fund because of this fee arrangement. However, PSEC and its affiliates may make recommendations of mutual funds, which recommendations can be implemented by PSEC Advisors in an account. PSEC does not require that a mutual fund participate in these fee arrangements in order for a fund to be recommended. PSEC intends to make all recommendations independent of such fee arrangements. Personal Trading At times PSEC and/or its PSEC Advisors may take positions in the same securities as clients, and we will try to avoid conflicts with clients. The Firm and its PSEC Advisors will generally be "last in" and "last out" for the trading day when trading occurs in close proximity to client trades. We will not violate our fiduciary responsibilities to our clients. Scalping (trading shortly ahead of clients) is prohibited. Should a conflict occur because of materiality (i.e. a thinly traded stock), disclosure will be made to the client(s) at the time of trading. Incidental trading not deemed to be a conflict (i.e. a purchase or sale which is minimal in relation to the total outstanding value, and as such would have negligible effect on the market price), would not be disclosed at the time of trading. 9  ITEM 12. BROKERAGE PRACTICES For PlanMember IAR Program accounts, PSEC requires that clients direct Pershing, LLC, as the sole and exclusive broker-dealer to execute transactions in the Account. PSEC is not paid a commission for executing transactions. Clients should understand that not all advisors require their clients to direct brokerage. By directing brokerage to Pershing, clients may be unable to achieve the most favorable execution of client transactions. Therefore, directed brokerage may cost clients more money. Clients should understand that Pershing is not paid a commission for executing transactions in program accounts, however as mentioned in Item 5, Pershing does charge ticket charges on certain transactions, of which the Firm retains a portion (see Firm’s retention in Item 5). Pershing may aggregate transactions in equity and fixed income securities for a client with other clients to improve the quality of execution. When transactions are so aggregated, the actual prices applicable to the aggregated transactions will be averaged, and the client account will be deemed to have purchased or sold its proportionate share of the securities involved at the average price obtained. Pershing may determine not to aggregate transactions, for example, based on the size of the trades, the number of client accounts, the timing of the trades, the liquidity of the securities and the discretionary or non-discretionary nature of the trades. If Pershing does not aggregate orders, some clients purchasing securities around the same time may receive a less favorable price than other clients. This means that this practice of not aggregating may cost clients more money. ITEM 13. REVIEW OF ACCOUNTS Client accounts are monitored on a continuous basis, with a formal review offered and/or conducted at least annually by the PSEC Advisor assigned to your Account. The custodian holding your funds and securities (Pershing) will send you a confirmation of every securities transaction in your Account (s), and a brokerage statement at least quarterly. Our Firm will provide reports to you on an as-needed basis. Such reports may include information about accounts that are not directly managed by our Firm. ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION We directly compensate non-employee (outside) consultants, individuals, and/or entities (Promotors formerly known as Solicitors) for client referrals. In order to receive a cash referral fee from our Firm, Promotors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our Firm by a Promotor, you should have received a copy of this Disclosure Brochure along with the Promotor's Disclosure Statement (formerly known as a Solicitors Disclosure Statement) at the time of the referral. If you become a client, the Promotor that referred you to our Firm will receive either a percentage of the advisory fee you pay our Firm for as long as you are a client with our Firm (or until such time as our agreement with the Promotor expires) or a one-time, flat referral fee upon your signing an advisory agreement with our Firm. You will not pay additional fees because of this referral arrangement. Referral fees paid to a Promotor are contingent upon your entering into an advisory agreement with our Firm. Therefore, a Promotor has a financial incentive to recommend our Firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our Firm for advisory services. Comparable services and/or lower fees may be available through other firms. Promotors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our Promotors disclose to you whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the Promotors 's compensation is less favorable. PSEC distributes investment products through independent financial professionals who are Registered Representatives of our broker-dealer, Investment Adviser Representatives affiliated with our Registered Investment Adviser, or both. Many of these financial professionals are affiliated with a PlanMember Financial Center—a group of financial professionals who work together under the guidance of a Financial Center principal. Financial Centers and financial professionals associated with Financial Centers receive sales and marketing support from us in the form of access to our business development and marketing staffs. Our financial professionals offer investments that are part of the PlanMember Services Program, as well as a broad range of other investments that are not part of the Program. The PlanMember Services Program includes PSEC-managed investment advisory programs, mutual funds and annuities that have been selected based on our assessment of our clients' general investment needs and the ability to consolidate these investments into our service model. For investments that are part of the Program, we provide clients with consolidated account statements, access to the PlanMember Center, 10  web and mobile app account access and ongoing financial education and communications. The intent of the PlanMember Services Program is to provide our clients a "one-stop shop" for their investment needs. As described in the Fees and Costs section, we charge additional fees for certain investments included in the PlanMember Services Program. As described below, we also receive additional revenue from some of the mutual fund and insurance companies included in the program. Additionally, some of the incentives that we provide to our investment professionals or Financial Center principals are based on PlanMember Program asset levels. While the PlanMember Services Program includes a broad array of investments, our financial professionals are not limited to selling investments that are part of the Program. We have identified certain conflicts of interest ("conflicts" or "COIs") that relate to the recommendations we and our financial professionals make. A conflict arises when an interest (such as an economic benefit) might incline us or a financial professional, consciously or unconsciously, to make a recommendation that is not disinterested. Some of these conflicts exist between retail customers and both our Firm and our financial professionals, while others exist primarily between retail customers and our Firm or between retail customers and our financial professionals. The section below discloses material facts relating to these conflicts so that you are able to make an informed decision regarding any recommendation a financial professional provides you. The manner in which we are paid varies based on the types of services we provide. For our broker-dealer services, we are paid each time you make a new investment or trade in your self-clearing Account, brokerage account or directly-held Account. For our investment advisory services, we are paid based on a percentage of the assets in your advisory Account (an "advisory fee"). The different methods of payment create an incentive for us or our financial professionals to recommend one type of product or service over another depending on how we prefer to be paid. The amount of commissions, fees, transaction-based payments, ongoing payments, and other forms of compensation we share with financial professionals is dictated by a compensation grid. Additionally, your financial professional's payout percentage can be adjusted periodically depending on your financial professional's total sales and overall performance. Our financial professionals are also eligible to receive cash compensation and/or non-cash compensation based on the revenue he/she generates from sales of PlanMember Services Program accounts. Cash compensation is conveyed through back-end bonuses, higher contractual payout percentages, and payment in the form of forgivable loans. Non-cash compensation includes, but is not limited to, eligibility for practice management/service support, free or reduced-cost marketing materials, and reimbursement or credits of fees that financial professionals pay to PSEC for items such as administrative services or technology. This provides an incentive for your financial professional to recommend PlanMember Services Program products over other products for which we do not provide such additional compensation. Financial Center principals are eligible to receive Growth Participation Payments. Growth Participation Payments are tiered payments based on incremental growth in PlanMember Program AUM and result in increased compensation of 1 to 5 basis points paid on incremental Financial Center PlanMember Program AUM. This payment structure incentivizes financial professionals to promote PlanMember Programs over other programs or investment products. Certain product sponsors or their affiliates also make payments to us to cover the costs associated with certain educational conferences or training seminars we host for our financial professionals. These payments are typically for fixed amounts and are not tied to total sales or customer assets. Even so, these payments incentivize us to sell you or recommend you hold investments issued by issuers that make these payments rather than investments of issuers that do not make these payments or make comparatively lower payments. A list of mutual fund product sponsors from whom we receive such compensation is available at planmember.com/disclosures. In all cases, such marketing allowances or other compensation will be paid to PSEC from the Program Sponsor's own resources and not from client funds or assets. ITEM 15. CUSTODY Clients will receive from the custodian/brokerage firm or its agent timely confirmations and at least quarterly statements containing a description of all transactions and all account activity. The client will retain rights of ownership of all securities and funds in the Account to the same extent as if the client held the securities and funds outside the program. PSEC may send quarterly reports to the client in addition to the custodial statements. All statements should be carefully reviewed by the client to ensure accuracy. 11  ITEM 16. INVESTMENT DISCRETION In the Programs described herein, your PSEC IAR provides advisory services on a discretionary basis for the purchase and sale of securities. ITEM 17. FIDUCIARY DUTY WITH RESPECT TO RETIREMENT PLAN ACCOUNTS AND IRAs When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. ITEM 18. VOTING CLIENT SECURITIES For PlanMember Pershing Q8P Program Accounts, PSEC will not vote proxies on behalf of our accounts. However, we may, at your request, answer questions you may have regarding the nature of a proxy and voting procedures. ITEM 19. FINANCIAL INFORMATION We do not receive fees of more than $500 six months or more in advance thus we are not required to provide financial information to our clients. We do not have any financial condition that is reasonably likely to impair our ability to meet our contracted commitment to any client. 12 

ITEM 1. TITLE PAGE PlanMember Securities Corporation Wrap Fee Program Brochure (Form ADV Part 2A, Appendix 1) for the PlanMember Elite Program PlanMember Advisor—Fidelity Program PlanMember Advisor—SBL Program PlanMember Strategist Program March 19, 2025 6187 Carpinteria Ave Carpinteria CA 93013 800.874.6910 www.planmember.com This brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. If you have any questions about the contents of this brochure, please contact us at 800.223.7608 or 800.874.6910. 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 our firm is available on the SEC’s website at: www.adviserinfo.sec.gov The terms “Registered” and “Registered Investment Advisor” do not imply a certain level of skill or training.  ITEM 2. MATERIAL CHANGES Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Generally, PSEC will notify clients of material changes on an annual basis. However, where we determine that an interim notification is either meaningful or required, we will notify our clients promptly. In either case, we will notify our clients in a separate document. PlanMember Securities Corporation (“PSEC” or “PlanMember”) offers a number of investment advisory programs for its clients. PSEC has prepared a separate brochure for each program (or group of similar programs) rather than a single large brochure that describes all of its programs. PSEC clients will receive only the brochure that describes the program in which they are participating or that they are considering. This brochure provides information relating to the PlanMember Elite Program, the PlanMember Advisor—Fidelity Program, and the PlanMember Advisor—SBL Program (the “PlanMember Advisor Programs”), and the PlanMember Strategist Program, all wrap fee programs available to our clients. More information regarding these programs is available under Item 4: Services, Fees, and Compensation. Material Changes: Since March 2024, in the section titled “Services and Fees”, PlanMember now offers a Capital Preservation Fund as an option for allocating a portion of a client’s assets. March 19, 2025 2-19  ITEM 3. TABLE OF CONTENTS ITEM 1. TITLE PAGE ......................................................................................................................................................... 1 ITEM 2. MATERIAL CHANGES ....................................................................................................................................... 2 ITEM 3. TABLE OF CONTENTS ...................................................................................................................................... 3 ITEM 4. SERVICES, FEES, AND COMPENSATION .................................................................................................... 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS ........................................................................... 8 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION ....................................................................... 8 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS ...................................................... 13 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS ................................................................................ 15 ITEM 9. ADDITIONAL INFORMATION ......................................................................................................................... 15 March 19, 2025 3-19  ITEM 4. SERVICES, FEES, AND COMPENSATION PlanMember Securities Corporation (“PSEC,” “we,” “our,” and/or “us”) is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PSEC and has been in the financial services industry since 1980. PSEC is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. As used is this Brochure, “Your PSEC Professional” or “Professional” refers to the PSEC financial professional who is responsible for your account. The terms “you,” “your,” and/or “client” refer to you as either a current or prospective client of PSEC. As used in this Brochure, the term “Associated Person” may refer to any or all of the following: PSEC officers, employees, and/or any individuals providing investment advice on behalf of PSEC. Our brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available for you to research firms and financial professionals at investor.gov/crs, which also provides educational materials about broker-dealers, investment advisers, and investing. Depending on your needs and your investment objectives, the Firm may assist you with brokerage services, investment advisory services, or both. There are important differences between brokerage and advisory services, including their costs, the services we provide, and the rules that govern them. You should carefully consider these differences when deciding which type, or combination of types, of services and accounts are right for you. Information regarding the differences between our brokerage and advisory services is also included in our Client Relationship Summary disclosure (Form CRS), which is available at planmember.com/disclosures. In addition to the advisory programs and services described in this Brochure, PSEC also offers other advisory programs and services, which are described in separate Forms ADV, Part 2As. Detailed discussions of each of the advisory programs and services provided by PSEC, are available on our website at planmember.com/disclosures. When you choose to purchase products and services through PSEC and work with a PSEC financial professional, you have the option of investing through a transaction-based account, such as a brokerage account, a fee-based investment advisory program, or both. It is important to understand the services you can expect to receive, and the costs associated with each of these different types of accounts and relationship with PSEC and your PSEC financial professional. Additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. PlanMember Advisor and PlanMember Strategist Programs PSEC provides a variety of advisory services to its clients. The advisory services described in this brochure apply to the PlanMember Advisor and Strategist Programs listed on the cover page. These Programs are marketed primarily to individual retirement plans, such as 403(b)(7) accounts and IRAs. Other advisory programs and services are described in separate Investment Adviser Brochures, which are available upon request. Services are based on the individual needs of the client. An initial interview and data gathering questionnaire is undertaken to determine the client's financial situation and investment objectives, and to give the client the opportunity to impose reasonable restrictions on the management of the account. The client will retain rights of ownership of all securities and funds in the account to the same extent as if the client held the securities and funds outside the program. For the advisory programs described in this brochure (the “PlanMember Advisor and Strategist Programs”), PSEC constructs a series of asset allocation portfolios with varying risk profiles that are invested in mutual funds or variable annuities. The PlanMember Advisor and Strategist Programs employ a variety of investment strategies, which are described in the section of this Brochure captioned “Methods of Analysis, Investment Strategies and Risk of Loss.” The PlanMember Advisor and Strategist Programs enable PSEC to provide its clients with the following managed portfolios: • The PlanMember Elite Program consists of four series of portfolios managed by PSEC investment professionals consisting of mutual funds, which are in turn managed by a variety of third-party investment advisers. One of the Elite portfolio series invests in funds that have an emphasis on environmental, social, and governance factors (“ESG Funds”). March 19, 2025 4-19  • The PlanMember Advisor—Fidelity Program consists of five portfolios managed by PSEC investment professionals consisting of no-load mutual funds sponsored and managed by Fidelity. • The PlanMember Advisor—SBL Program consists of five portfolios managed by PSEC investment professionals consisting of variable annuities sponsored and managed by Security Benefit Life. • The PlanMember Strategist Program consists of model portfolios design and managed by third-party investment advisers (“Strategists”) who are in turn selected and overseen by the PSEC Strategist Committee. Additionally, PlanMember offers a Capital Preservation Fund as an option for allocating a portion of a client’s assets. This fund primarily invests in low-risk, high-quality fixed-income securities, including government bonds, certificates of deposit (CDs), short-term commercial money instruments, savings accounts, and money market accounts, with a focus on capital protection. Individuals looking to reduce portfolio volatility may consider this option; however, it is interest rate sensitive and remains subject to an advisory fee. In a low-interest-rate environment, this fee represents a larger percentage of the fund’s overall returns, which may impact its effectiveness as a preservation tool. As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds or variable annuity sub-accounts utilized in each allocation; and (v) add or delete new funds/fund families or other investment options within the mutual funds or new sub-accounts within the variable annuities. The beneficial owners of certain retirement accounts whose assets are held by a trustee/custodian may be subject to special terms and conditions with respect to shareholder report, proxies, and other matters, depending on the terms and conditions of the plan documents under which such accounts are established. PSEC or its agent furnishes quarterly consolidated account statements to each client, confirming all transactions during the report period. Consistent among all PlanMember Advisor Programs is PSEC’s asset allocation service utilizing mutual funds with no front-end or back-end sales charges from multiple mutual fund companies and variable annuities from Security Benefit. Each client receives a prospectus for each mutual fund or variable annuity in which his or her account is invested. Services PSEC provides investment advisory programs to individuals and plan sponsors who participate in or sponsor certain qualified tax-deferred retirement programs including, but not limited to, payroll deduction programs under Sections 403(b), 401(k), 401(a), 457(b) and 408 of the Internal Revenue Code, as well as individuals invested in nonqualified investment advisor firms, and wrap fee programs. PSEC will also provide brokerage and execution services as the broker-dealer on transactions. The Program Fee On an annualized basis, the PlanMember Program advisory fee for PlanMember Elite, PlanMember Advisor-Fidelity and PlanMember Strategist accounts (the “Advisory Fee”) is based on the following tiered fee schedule: • 2.00% for accounts up to $250,000 • 1.85% for accounts from $250,000 up to $500,000 • 1.70% for accounts from $500,000 up to $1,000,000 • 1.55% for account of $1,000,000 or more On an annualized basis, the PlanMember Program advisory fee for PlanMember Advisor-SBL accounts (the “Advisory Fee”) is based on the following tiered fee schedule: • SecureDesigns and Variflex Variable Annuity Contracts: 1.25% • SFR Mutual Fund Program Accounts: 2.00% The above Advisory Fee schedules may be discounted on a case-by-case basis at the discretion of the PlanMember Professional or for accounts established prior to June 1, 2012. A negotiated fee may apply in certain cases. PSEC retains between 0.30% and 0.70% of the Advisory Fee, depending on the size of the account and other factors. For PlanMember Strategist accounts, a portion of the Advisory Fee retained by PlanMember may be shared with the March 19, 2025 5-19  Strategist. PlanMember’s advisory services may not be purchased outside of the PlanMember Advisor Programs. Advisory services of the Strategists may be purchased outside of the PlanMember Strategist Program, possibly for a lower fee. Other fees related to the custody and servicing of the account and not related to the advisory services may apply. See your account application for details. PlanMember Advisor Program and PlanMember Strategist Program accounts are invested in mutual funds that carry separate expenses as disclosed in each mutual fund prospectus. The portion of the Advisory Fee not retained by PSEC is paid to the PlanMember Professional (who may be a registered representative of PSEC or a financial professional of another broker/dealer with whom PSEC has a clearing and carrying relationship) as a Promotor’s Fee. This compensation may be more or less than the compensation that the PlanMember Professional would receive from the sale of other financial products. Therefore, the PlanMember Professional may have a financial incentive to recommend the PlanMember Advisor Programs over other programs or services. In some cases, a portion of the Promotor’s Fee may be paid to a referring entity other than the PlanMember Professional. The annual fee for the PlanMember Advisor and PlanMember Strategist Programs is typically billed quarterly, in arrears, based on the average daily balance of the account during the preceding quarter. In certain circumstances, solely when the account was funded by proceeds from another advisory program in which advisory fees were billed in advance, the annual fee will be billed quarterly, in advance, based on the account value as of the last day of the previous quarter. If the account is to be billed in advance, the advance billing option will be indicated on the Investment Advisory Agreement for the account. Upon account termination, any earned, unpaid fees will be deducted from the account or any unearned, prepaid fees will be promptly refunded. Clients participating in the PlanMember Advisor and PlanMember Strategist Programs are required to authorize PSEC to debit the Program fee from their account. Fees are liquidated from the client’s largest mutual fund or variable annuity sub- account holding or, if there are insufficient assets in the largest holdings, from the client’s remaining mutual fund holdings or variable annuity sub-account. Fees Charged by Third Parties There are other fees and charges that are imposed by third parties other than PSEC that apply to investments in Advisor and Strategist Program accounts. Some of these fees and charges are described below. Since your assets are invested in mutual funds or other pooled investment products, you should be aware that there will be two layers of advisory fees and expenses for those assets. You will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. In the case of mutual funds that are fund of funds, there could be an additional layer of fees, including performance fees that may vary depending on the performance of the fund. You will also pay PSEC and your PSEC Professional the Account Fee with respect to those assets. Most of the mutual funds available in the program may be purchased directly. Therefore, you could generally avoid the second layer of fees by not using the advisory services of PSEC and Your PSEC Professional and by making your own decisions regarding the investment. If you transfer into an Advisor or Strategist Program account a previously purchased mutual fund, and there is an applicable contingent deferred sales charge on the fund, you will pay that charge when the mutual fund is sold. If your account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the investment, you will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit your transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits or tax harvesting). When transferring securities into an account, you should be aware that certain securities may not be eligible for the account. In such case, the securities may be rejected. Important Things to Consider About Fees on a Program Account The Account Fee is an ongoing fee for investment advisory services and other administrative and custodial services. You do not pay commissions or transaction charges. The Account Fee may cost you more than purchasing the program services separately, for example, paying an advisory fee plus commissions for each transaction in the account. Factors that have a bearing upon the cost of the account in relation to the cost of the Advisor or Strategist Program services purchased separately include the: type and size of the account transaction charges for the securities purchased and sold in the account and • • historical and or expected size or number of trades for the account • • number and range of supplementary advisory and client-related services provided to you March 19, 2025 6-19  The Account Fee also may cost you more than if assets were held in a traditional brokerage account. In a brokerage account, you are charged a commission for each transaction, and your PSEC Professional has no duty to provide ongoing advice with respect to the account. If you plan to follow a buy and hold strategy for the account or you do not wish to purchase ongoing investment advice or management services, you should consider opening a brokerage account rather than a Program account. The Account Fee may be higher than the fees charged by other investment advisors for similar services. Your PSEC Professional, by recommending the program to you, receives compensation as a result of your participation in the Program. This compensation includes a portion of the Account Fee, and also will include other types of compensation, such as bonuses, awards or other things of value offered by PSEC to the Your PSEC Professional. PSEC pays your PSEC Professional this compensation based on your Advisor’s overall business production and/or on the amount of assets serviced in PSEC advisory programs. Therefore, the amount of this compensation can be more than what your PSEC Professional would receive if you participated in other PSEC programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. In that case, your PSEC Professional has a financial incentive to recommend an Advisor or Strategist Program account over other programs and services. The investment products available to be purchased in an Advisor or Strategist Program can be purchased by clients outside of a Program account, through broker-dealers or other investment firms not affiliated PSEC. Program Choice Conflicts of Interest Clients should be aware that the compensation to PSEC and our financial professionals will differ according to the specific advisory programs or services provided. This compensation to PSEC and a financial professional generally are more than the amounts we would otherwise receive if a client participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through PSEC or from other sources. PSEC and its financial professionals have a financial incentive to recommend advisory programs or services that provide higher compensation over other comparable programs or services available through PSEC or elsewhere that cost you less. For example, PSEC is registered both as a broker/dealer and an investment adviser, and a majority of PSEC’s advisors offer both commission-based brokerage services and fee-based advisory services to their clients. It is important to understand all the associated costs and benefits of each option so clients can decide which types of accounts and services are best suited for their unique financial goals, investment objective, and time horizon. PSEC encourages clients to review its Form CRS available on the firm’s website at https://www.planmember.com/disclosures and to discuss their options and the many differences between brokerage and advisory relationships with a PSEC financial professional. In addition, PSEC offers its financial professionals one or more financial benefits based on the professional’s total assets under management held at PSEC or in PSEC’s own Program accounts, as well as financial assistance for transitioning from another firm to PSEC. The types of financial benefits that are available to PSEC financial professionals include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, and account fees; technology fees; research package fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, and other forms of financial benefits that financial professionals have the opportunity to receive from PSEC provide a financial incentive for a financial professional to select PSEC as broker/dealer for client accounts over other broker/dealers from which they may not receive similar financial benefits or to use certain PSEC Advisory programs over other programs available through PSEC. Additionally, some PSEC financial professionals own and operate locations known as PlanMember Financial Centers. These Financial Centers may be single advisor branches or may include two or more advisors. As these Financial Centers grow, their fee-based business within PSEC’s suite of PSEC Programs, PSEC’s economies of scale are shared with those Financial Centers by increasing the payout percentage to the Financial Center owner, making loans to the Financial Center owner that are forgivable when the Financial Center accumulates certain client asset levels in PSEC Programs, and accruing and paying a deferred growth participation bonus based on client assets accumulated in PSEC Programs. As the amount of the advisors’ client assets in PSEC’s programs grows above certain levels, the advisors receive more financial benefits than they would otherwise receive with fewer assets in PSEC’s programs. These increases in a financial professional or Financial Center’s revenue translate into higher payouts for reaching various PSEC AUM levels which present a conflict of interest because they provide a financial incentive for financial professionals who receive the discounts to recommend PSEC’s Programs over other available managed or wrap account programs that do not offer such discounts or higher payouts to the financial professionals. March 19, 2025 7-19  Additional Compensation through Schwab Relationship Through its clearing relationship with Schwab, PSEC is charged an asset-based fee by Schwab for all of the assets in the PSEC programs in which Schwab conducts omnibus trading. For certain mutual fund holdings within those programs, Schwab receives shareholder servicing payments from the fund companies directly. Any amount Schwab receives in the form of shareholder servicing fees from the fund in excess of a negotiated floor is paid to PSEC. While PSEC will always attempt to identify and use the lowest-expense share classes available, this scenario creates a conflict of interest as PSEC has a financial incentive to select or recommend mutual funds for its programs for which Schwab directly receives shareholder servicing fees which will result in additional revenue paid to PSEC. PSEC attempts to mitigate this conflict by disclosing it to you, by ensuring that your financial professional doesn’t benefit himself or herself from this arrangement and by ensuring that the PSEC institutional money managers are not aware of which mutual funds pay such shareholder servicing fees. Important Considerations Regarding Rollovers If you are a participant in an employer-sponsored retirement plan such as a 401(k) plan, and decide to roll assets out of the plan into a PSEC account, PSEC and your financial professional have a financial incentive to recommend that you invest those assets in a PSEC Account, because PSEC and the financial professional will be paid on those assets, for example, through commissions, fees and third party payments. You should be aware that such fees likely will be higher than those a participant pays through a plan, and there can be maintenance and other miscellaneous fees. As securities held in a retirement plan are generally not transferred directly to a PSEC Account, commissions and sales charges may be charged when liquidating such securities prior to the transfer, in addition to the commissions and sales charges previously paid on transactions in the plan. Deciding what to do with assets saved in an employer-sponsored retirement plan is one of the most important financial decisions a worker will make. For more information about distribution options, including IRA rollovers, check out the resources available to you on sec.gov, irs.gov, and dol.gov. As with any important financial decision, an individual should consider seeking professional assistance. Financial Advisors with investment expertise, as well as tax and legal advisers, can provide valuable support to individuals who want to learn more about IRA rollovers. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS Participation in the Advisor and Strategist Programs are available to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, and other business entities. There is no minimum investment required to establish a PlanMember Advisor or PlanMember Strategist 403(b) or 457(b) account. The minimum investment required to establish a PlanMember Advisor IRA or nonqualified account is $2,000. The minimum investment required to establish a PlanMember Strategist IRA or nonqualified account is $2,000. Minimum investment requirements may be waived or reduced for group or affinity plans and individual plans on a case-by-case basis at the sole discretion of PSEC. ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION We are both the sponsor and portfolio manager of the PlanMember Advisor and Strategist Programs. Our maximum fee for acting as portfolio manager of the Programs is stated above, and clients will not be charged additional fees for Program participation. Refer to the Services, Fees and Compensation section of this Brochure for additional disclosures on this topic. PSEC investment professionals are solely responsible for managing the portfolios underlying the PlanMember Elite, PlanMember Advisor—Fidelity, and the PlanMember Advisor—SBL Programs. PSEC believes that its investment professionals possess the requisite skill and experience to serve in this capacity. PSEC management regularly reviews the performance of the Advisor Programs in light of their investment objective, the purpose for which they have been established, and the conditions of the relevant markets. In PSEC’s third-party strategist program, PlanMember Strategist, a third-party portfolio manager provides discretionary advisory services as a sub-advisor to PSEC. The specific advisory program selected by the client may cost the client more or less than purchasing program services separately. Factors that bear upon the cost of a particular advisory program in relation to the cost of the same services purchased separately include, but may not be limited to, the type and size of the account; the historical or expected size or number of trades for the account; the types of securities and March 19, 2025 8-19  strategies involved; the amount of fees, commissions, and other charges that apply at the account or transaction level; and the number and range of supplementary advisory and client-related services provided to the account. Comparable services for lower fees may be available from other sources. Investment Discretion As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds or sub-accounts utilized in each allocation; and (v) add or delete new funds/fund families, variable annuity sub-accounts, or other investment options within the mutual funds or variable annuities. Performance-Based Fees and Side-by-Side Management We do not accept performance-based fees or participate in side-by-side management. 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. Performance-based fees are based on a share of the capital gains or capital appreciation of a client's account. Our fees are calculated as described in the Services, Fees and Compensation section above, and are not charged on the basis of a share of capital gains or capital appreciation of the assets within your advisory account. Methods of Analysis, Investment Strategies and Risk of Loss PlanMember Advisor Programs The PlanMember Advisor Program includes the following products: PlanMember Elite, PlanMember Advisor-SBL and PlanMember Advisor-Fidelity (collectively referred to as the “PlanMember Advisor Programs”). All of the PlanMember Advisor Programs utilize the methods of analysis and investment strategies described below; however, the PlanMember Advisor-SBL invests exclusively in investment products, including variable annuities and mutual funds, offered by Security Benefit Life. Except for plans that have placed a restriction on the mutual funds available for the PlanMember Advisor- Fidelity program, the PlanMember Advisor—Fidelity program invests solely in mutual funds sponsored by Fidelity Investments. PSEC utilizes strategic asset allocation, i.e. a top-down approach, in the management of client portfolios. Portfolios are primarily constructed using mutual funds or sub-accounts of variable annuities, both of which are investment vehicles that provide diversification in a cost-effective manner. Within each investment program, clients can generally pick from a series of five portfolios (labeled I through V) that graduate risk from conservative to aggressive. One typically finds higher equity allocations in the more aggressive portfolios, and higher fixed-income allocations in the more conservative portfolios. The Elite ESG series of portfolios only includes portfolios that graduate in risk from moderate to aggressive (labeled III through V). In addition to PSECs managed portfolios (I-V), the program provides for a client directed decision to temporarily move from a managed portfolio into a single money market instrument. Such instructions are required to be received either in writing or on a recorded line to the PlanMember Service Center, similar to a portfolio change. PSEC’s investment process can be divided into 3 main parts: 1. Economic Framework: PSEC develops a broad, intermediate to long-term view of the global economy and financial markets. 2. Portfolio Strategy: PSEC develops its strategy for each managed portfolio. Such strategy may increase or decrease expected portfolio risk or shift into or out of investments based on their perceived attractiveness. 3. Selection and Weighting: PSEC’s investment strategy is then translated into specific mutual fund and variable annuity sub-account weightings. Adjustments to the strategy can be made depending on strengths and weaknesses of the individual mutual funds or sub-accounts being used. PSEC also implements a monitoring process to identify if and when another portfolio reallocation or rebalancing should occur. Decisions to change portfolio weightings rely on Strategic Rebalancing Events (SREs). These events can be classified into the following categories (but are not exclusive). March 19, 2025 9-19  • Changes in economic circumstances • Financial market disparities • Drift-based repositioning • Repositioning based on the characteristics of individual mutual funds or sub-accounts When constructing the PlanMember Elite ESG Portfolios, PSEC also considers ESG (Environmental, Sustainability, and Governance) factors in its selection criteria. ESG factors may include, but are not limited to, the following goals: • Lowering carbon and toxic emissions • Social impact goals, e.g. eliminating child labor practices, supporting community efforts, racial and gender diversity in the workplace • Addressing climate change through other initiatives, e.g. recycling and reducing landfill waste, water infrastructure, solar and wind energy • Ethical corporate governance, as evidenced by company policies and practices. PlanMember Strategist Program PSEC utilizes third party nonaffiliated investment advisers (“Strategists”) to design and manage model portfolios in which Client assets can be invested among various mutual funds. As opposed to directly managing the portfolios (as in the PlanMember Advisor Program), in the Strategist Program, PSEC acts as the “manager” of the Strategists in selection and due diligence of Strategists, and final approval of investment recommendations of the Strategists. The recommendations of the Strategists are reviewed and approved by the Strategist Committee, which is chaired by Steve Hanson, PlanMember FVP – Strategic and Product Development. The Strategists are appropriately registered as investment advisers and/or broker/dealers with the state or SEC and, where required, are members of FINRA. PSEC requires that the Strategists follow certain parameters in designing and managing portfolio models. The Strategists are responsible for managing the models and when a change in the model allocations is recommended, PSEC and/or the Strategist will have discretionary authority to conduct trading activity as necessary to change or rebalance the Client’s portfolio and replicate those changes linked to the model accounts. Advanced Asset Management Advisors (AAMA) When constructing portfolios, AAMA takes the following criteria into consideration: Industry and Sector value relative to historical P/E ratios Industry and Sector earnings momentum • • • Style and Sector relative performance • Target Style and Sector weightings • Mutual fund portfolio composition • Mutual fund relative strength • Total portfolio measurements The PlanMember Strategist Program includes nine model allocations from AAMA. Three of the models include allocations to international equity funds and the other five do not. The AAMA portfolios are implemented using funds from various mutual fund companies of AAMA’s choosing. AAMA portfolios are reallocated and rebalanced in a periodic basis based on AAMA’s analysis of the factors listed above. All changes to portfolio allocations are implemented within the risk portfolio of the portfolio selected by the investor. Brinker Capital Management (Formerly CLS Investment Management) Brinker’s investment methodology revolves around risk budgeting. A “Risk Budget” is established for each account based on the Client’s risk tolerance. Historical, standard deviation and other fundamental factors that impact the risk characteristics are analyzed for each available mutual fund. The process results in portfolios designed to take advantage of more attractive opportunities for investment while maintaining risk levels established by the Client’s Risk Budget. By viewing equities and bonds on the same risk continuum, Brinker believes that they can enhance their ability to overweight favorable asset classed while keeping portfolio risk relatively constant even as the portfolio changes. March 19, 2025 10-19  Brinker portfolios are actively managed but should not be confused with market timing or other more aggressive forms of tactical asset allocation. Brinker portfolios are designed to control portfolio risk to the optimal extent possible. The PlanMember Strategist Program includes five model allocations from Brinker. The Brinker portfolios are implemented using the Brinker AdvisorOne and American Funds mutual funds. Brinker portfolios are reallocated and rebalanced periodically at the discretion of Brinker. Dimensional Fund Advisors Dimensional Fund Advisors (“DFA”) builds strategies for clients by applying a scientific, transparent, and process- driven investment approach based on rational use of current market information. DFA’s study of decades of theoretical and empirical research in asset pricing have led it to believe that 1) there are systematic differences in expected returns among securities and 2) current market prices and fundamentals contain relevant information about those differences. DFA uses information in current market prices throughout the entire investment process to identify those systematic differences and build solutions that pursue higher expected returns. Theoretical and empirical research conducted over decades has identified four dimensions of higher expected returns in the equity markets: the overall equity market, company size, relative price, and profitability. These dimensions point to systematic differences in expected returns. For any given portfolio, the higher the exposure to those dimensions, the higher the expected returns, all other things being equal. DFA’s equity funds focus on securities with higher expected returns while managing risks through broad diversification. The underlying equity funds primarily use DFA’s core equity approach to investing within the US, international developed and emerging markets. The core equity strategies are total market solutions that are designed to put greater emphasis on securities with higher expected returns. By integrating different size, relative price, and profitability stocks into one portfolio rather than separate component portfolios, this fluid structure should reduce turnover (and consequently, implementation costs) because there is no need to fully sell securities that migrate from asset class to asset class. The primary focus for fixed income funds in the DFA models is for customizing overall portfolio volatility. Portfolios with large allocations to equities can typically afford larger exposures to term and credit risk without significantly impacting the volatility of the portfolio. More risk-averse investors can reduce their equity allocations and take a more conservative approach to fixed income. Based off these conclusions, the more conservative models will have a shorter duration and higher credit quality, in aggregate, relative to the more aggressive portfolios which can afford to increase term and credit exposure without materially impacting portfolio volatility. Within the universe of appropriate bonds, the funds have flexibility to incorporate market-based information when targeting term and credit premiums in search of moderately higher expected returns. In addition, a global fixed income opportunity set can diversify term structure risk and provide opportunities to seek higher expected returns across multiple yield curves. The PlanMember Strategist Program includes five model allocations from DFA, ranging from conservative (25% equity/75% fixed-income) to aggressive (100% equity). Within the Equity category, allocations to Domestic, International Developed and Emerging Markets are determined by global market capitalization. These allocations will be reviewed by DFA on an annual basis and changed if global market capitalization changes. Any such changes will be reviewed and approved by the PlanMember Strategist Committee. ICON Advisers Focusing on valuation, relative strength and industry rotation to capture changing market themes, ICON relies on in- house research to provide portfolio solutions for financial advisers and the clients. By combining valuation and relative strength to uncover leading market themes, ICON stresses industry exposure, thereby lessening the random risk associated with selecting individual securities. ICON has been implementing its unique money management since 1986. As a disciplined, quantitative system designed to remove the emotion from investing, the ICON methodology: • Computes value-to-price ratios (V/P) utilizing the fundamentals of finance • Determines industries within market sectors that their system shows to be demonstrating leadership against the broader market • Rotates among undervalued and overvalued industries • Selects individual securities that are underpriced relative to their estimated intrinsic value March 19, 2025 11-19  • Places no restrictions on market capitalization or simplistic value/growth characteristics The PlanMember Strategist Program includes seven model allocations from ICON. The ICON portfolios are implemented using ICON mutual funds and are tactically managed based on the ICON proprietary valuation model. ICON portfolios are reallocated and rebalanced periodically at the discretion of ICON Advisers. Russell Investments Russell Investments is a pioneer in multi-manager investing and the creator of the Russell Indexes. Through decades of market cycles, Russell has honed its expertise and built an investment philosophy backed by a rich heritage consulting to some of the world’s most demanding institutional investors – many responsible for billion-dollar portfolios. The PlanMember Strategist Program includes ten model allocations from Russell – consisting of five tax-managed portfolios. The Russell portfolios are implemented using Russell mutual funds and are strategically constructed using Modern Portfolio Theory as a foundation. The allocations are not tactically changed – they are only changed when the underlying capital market assumptions are changed. PlanMember Services Corporation, an affiliate of PSEC, and Russell Financial Services, an affiliate of Russell Investments, have entered into a marketing and educational support agreement, under which PlanMember Services agrees to sponsor marketing and educational programs and operational support to enable Russell Financial Services to interact with PlanMember representatives and to provide certain informational and marketing cooperative services. As compensation for these services, Russell Financial Services pays PlanMember Services a fee equivalent to 0.05% of PlanMember client assets invested in Russell Investment Company Funds. This fee paid directly from the assets of Russell Financial Services and does not result in any additional fees being paid by PlanMember clients. This payment constitutes a conflict of interest for PlanMember Services. However, this conflict is mitigated (i) by the fact that PlanMember clients are invested in the lowest cost class of shares offered by Russell Investment Company Funds and (ii) the lack of any compensation from this fee being paid directly to PlanMember representatives that advise their clients regarding investment in Russell Investment Company Funds. Risk of Loss Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. By its nature, asset allocation looks to the long-term. After the client's short-term cash needs and emergency fund is evaluated, investment and insurance strategies are designed to help the client achieve his or her financial goals. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for the client will result in the client’s goals being met, nor is there any guarantee of profit or protection from loss. For those investments sold by prospectus, clients should read the prospectus in full. PSEC is disclosing those risks and opportunities for our investment strategy or for particular types of securities used. High yield, high risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment. • The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate, • inflation and credit risks associated with the underlying bond holdings. Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus. • Small cap and Mid-cap investments may have additional risk, including greater price volatility. • Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high-quality, short-term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible. • There may be tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families’ prospectus. March 19, 2025 12-19  • While diversification through an asset allocation strategy is a useful technique that can help to manage overall • portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss. Investment portfolio rebalancing is subject to market risk primarily that the value of redeemed and purchased shares may vary during the rebalancing process, resulting in gains or losses to your account. There are certain risks that apply to ESG portfolios. The ESG investment criteria used by ESG portfolios limit the availability of investment criteria. Investing with a focus on ESG factors could result in investment in companies, industries, or sectors that are out of favor with the market. As a result, it is likely that the investment performance of an ESG portfolio will be different from a non-ESG portfolio with the same investment objective and policies; the investment performance of an ESG portfolio may be less favorable than that of a similar non-ESG portfolio. Due to the lack of a consensus regarding applicable ESG factors, it is possible that the ESG goals of an investor may not be the same as those of the ESG portfolio manager, and the ESG portfolio may not reflect the investor’s goals. Regulatory determinations regarding the application of ESG factors could have an adverse effect on an ESG fund’s ability to invest in accordance with its investment objective or policies or could have an effect on the ability of certain classes of investors to invest in ESG funds. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Recommendation of Particular Types of Securities The PlanMember Advisor and Strategist Program portfolios are invested exclusively in shares of no-load mutual funds, with the exception of PlanMember Advisor—SBL, which also invests in variable annuities offered by Security Benefit Life. Voting Client Securities PSEC has adopted proxy voting policies and procedures. Under these policies, PSEC’s general policy is to promote the alignment of the interests of corporate management with the interests of its shareholders, to improve the accountability of corporate management to its shareholders, to reward good performance by management, and to approve proposals that Adviser believes will result in financial rewards for its clients. Clients may obtain a copy of the voting policies upon request. The proxy voting policies and procedures have been designed so that proxies are voted in the best interests of PSEC’s clients and to resolve potential conflicts of interest. PSEC votes shares in a manner consistent with the voting policies and without regard to any other relationship, business or otherwise, that PSEC may have with companies in which PSEC invests client assets. If clients would like to obtain information about how their securities have been voted or about how they can direct their votes in a particular matter, they should contact PlanMember Securities at the address on the cover of this brochure. ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS Your PSEC Professional obtains the necessary financial data from you and assists you in determining your risk tolerance and other factors that will assist you in selecting the proper portfolio. Your PSEC Professional obtains this information by having you complete a Risk Tolerance Questionnaire. In quarterly communications, PSEC asks you to contact your PSEC Professional if there have been any changes in your financial situation or investment objectives or if you wish to impose any reasonable restrictions on the management of your account or reasonably modify existing restrictions. You should be aware that the investment objective selected for the Program is an overall objective for the entire account and may be inconsistent with a particular holding and the account’s performance at any time. You should further be aware that achievement of the stated investment objective is a long-term goal for the account. The portfolio managers of the PlanMember Advisor and Strategist Programs do not receive information regarding individual clients. The portfolios underlying these programs have been structured to provide an efficient investment opportunity for a broad range of clients, grouped by similar risk tolerance and investment objective. March 19, 2025 13-19  Privacy Policy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact Sean Haley, Chief Compliance Officer, at 805-684-1199 if you have any questions regarding this policy. March 19, 2025 14-19  ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS PSEC does not place any restrictions on your ability to contact and consult with your PSEC Professional. ITEM 9. ADDITIONAL INFORMATION Disciplinary Information 2010. NASD Rules 2110, 3010 - PSEC outsourced its mutual fund breakpoint determinations to a third party vendor. Due to a software programming error, PSEC’s vendor failed to take certain B shares into consideration when determining PSEC’s customers’ breakpoints. As a result, some of PSEC’s customers (39 accounts) were overcharged for their mutual fund purchases. During this period, PSEC did not have in place a system or procedures for supervising the vendor’s breakpoint determinations. PSEC’s decision to outsource breakpoint determinations to a third party did not relieve PSEC of its ultimate responsibility for the outsourced activity. During the relevant period, PSEC failed to have in place adequate policies and procedures to monitor the outside vendor’s compliance with the terms of its agreement with PSEC, and to assess the outside vendor’s continued fitness and ability to perform the outside activities. PSEC failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PlanMember Securities Corporation consented to the described sanctions and to the entry of finding; therefore, it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board regulations. Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207 – During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010. During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives’ business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent (“AWC”) to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. Other Financial Industry Activities and Affiliations PSEC is not, but some PSEC Professionals are licensed as securities salespersons (“Registered Representatives”) and insurance agents and are in the business of selling securities and insurance products. PSEC Professionals are associated with PlanMember Securities Corporation (“PSEC”), a dually registered investment adviser and securities broker/dealer, as Registered Representatives or Investment Adviser Representatives. PSEC is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority (“FINRA”). PSEC is a wholly owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the March 19, 2025 15-19  design and sale of investment products. We may recommend securities, asset management, or insurance products. If you purchase these products through us, we will receive the normal commissions or fees. Thus, a conflict exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products through PSEC. PSEC Professionals are licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended. If you purchase these products through us, we receive the normal commissions. Thus, a conflict of interest exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. For certain Turn-key Asset Management Programs (“TAMPs”) accounts, PSEC is acting as a Promotors or referral agent on behalf of the TAMP and may act as a point of contact between you and the TAMP. In other cases, PSEC may act as an investment adviser and sub-advise on the account along with the TAMP. PSEC enters into agreements with TAMPs to whom PSEC refers Customers, pursuant to which PSEC may provide (i) marketing services on behalf of the third-party investment advisers to PSEC representatives or (ii) data technology services to integrate third party investment adviser account data on PSEC’s technology systems. For TAMPs, clients pay an advisory fee as set out in the client agreement with the TAMP sponsor. The fee is typically negotiated among the TAMP sponsor, the financial professional nd the client. The TAMP sponsor may establish a fee schedule or set a minimum and/or maximum fee. The TAMP fee schedule will be set out in the Disclosure Brochure provided by the TAMP sponsor. The advisory fee typically is based on the value of assets under management as valued by the custodian of the assets for the account and will vary by program. The advisory fee is often paid to the TAMP sponsor, who in turn pays a portion to PSEC. The maximum fee typically paid to PSEC is 2%, but may be higher or lower in certain circumstances, of which PSEC shares between 90% and 100% of the portion of the fee with the financial professional based on the agreement between PSEC and the financial professional. The TAMP Brochure or client agreement will explain how clients can obtain a refund of any pre-paid fees if the agreement is terminated before the end of a billing period. There are other fees and charges imposed by third parties (i.e. Custodian) that apply to investments in TAMPs. These fees and charges will be outlined in the TAMP sponsors’ respective ADV Disclosure Brochure and the agreement executed by the client at the time the account is opened. PSEC is affiliated by common ownership with PlanMember Services Corporation (“PSC”), a pension administration and recordkeeping company, which is registered with the SEC as a transfer agent. PSC will perform client level recordkeeping and plan administration for PSEC clients enrolled in the PlanMember Advisor and PlanMember Preference and PlanMember Rep-Directed Programs and may receive fees for such services from the Fund Companies. PSEC is a wholly owned subsidiary of PlanMember Financial Corporation (“PFC”). More than 25% of a voting class of securities of PFC is owned by a subsidiary of Equitable Distribution Holdings, Inc. (“EQH”). PSEC offers various products, including variable annuities and mutual funds, which are sponsored by affiliates of EQH. This relationship represents a conflict of interest, in that PSEC and PSEC Professionals are inclined to invest client assets in EQH-affiliated products. PSEC and EQH have attempted to mitigate this conflict by ensuring that neither PSEC nor PSEC Professionals receive any direct or indirect monetary incentive to make such investments. The decision to invest or retain client assets in EQH- affiliated products is made by PSEC investment professionals based on objective quantitative and qualitative processes dependent upon due diligence investigation and monitoring of the products and their investment performance. Fiduciary Duty with Respect to Retirement Plan Accounts and IRAs When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our employees and PSEC Professionals. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Advisors are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that March 19, 2025 16-19  certain persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting Sean Haley at (805) 684-1199. Review of Accounts Client accounts are monitored on a continuous basis, with a formal review conducted at least annually by the PSEC Professional assigned to your account. The custodian holding your funds and securities (or its designated agent) will send you a confirmation of every securities transaction in your account(s), and a brokerage statement at least quarterly. Our firm will provide reports to you on an as- needed basis. Such reports may include information about accounts that are not directly managed by our firm. Client Referrals and Other Compensation We directly compensate non-employee (outside) consultants, individuals, and/or entities (Promotors formerly known as Solicitors) for client referrals. In order to receive a cash referral fee from our Firm, Promotors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our Firm by a Promotor, you should have received a copy of this Disclosure Brochure along with the Promotor's Disclosure Statement (formerly known as a Solicitors Disclosure Statement) at the time of the referral. If you become a client, the Promotor that referred you to our Firm will receive either a percentage of the advisory fee you pay our Firm for as long as you are a client with our Firm (or until such time as our agreement with the Promotor expires) or a one-time, flat referral fee upon your signing an advisory agreement with our Firm. You will not pay additional fees because of this referral arrangement. Referral fees paid to a Promotor are contingent upon your entering into an advisory agreement with our Firm. Therefore, a Promotor has a financial incentive to recommend our Firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our Firm for advisory services. Comparable services and/or lower fees may be available through other firms. Promotors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our Promotors disclose to you whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the Promotors 's compensation is less favorable. PSEC distributes investment products through independent financial professionals who are Registered Representatives of our broker-dealer, Investment Adviser Representatives affiliated with our Registered Investment Adviser, or both. Many of these financial professionals are affiliated with a PlanMember Financial Center—a group of financial professionals who work together under the guidance of a Financial Center principal. Financial Centers and financial professionals associated with Financial Centers receive sales and marketing support from us in the form of access to our business development and marketing staffs. Our financial professionals offer investments that are part of the PlanMember Services Program, as well as a broad range of other investments that are not part of the Program. The PlanMember Services Program includes PSEC-managed investment advisory programs, mutual funds and annuities that have been selected based on our assessment of our clients’ general investment needs and the ability to consolidate these investments into our service model. For investments that are part of the Program, we provide clients with consolidated account statements, access to the PlanMember Center, web and mobile app account access and ongoing financial education and communications. The intent of the PlanMember Services Program is to provide our clients a “one-stop shop” for their investment needs. As described in the Fees and Costs section, we charge additional fees for certain investments included in the PlanMember Services Program. As described below, we also receive additional revenue from some of the mutual fund and insurance companies included in the program. Additionally, some of the incentives that we provide to our investment professionals or Financial Center principals are based on PlanMember Program asset levels. While the PlanMember Services Program includes a broad array of investments, our financial professionals are not limited to selling investments that are part of the Program. We have identified certain conflicts of interest (“conflicts” or “COIs”) that relate to the recommendations we and our March 19, 2025 17-19  financial professionals make. A conflict arises when an interest (such as an economic benefit) might incline us or a financial professional, consciously or unconsciously, to make a recommendation that is not disinterested. Some of these conflicts exist between retail customers and both our firm and our financial professionals, while others exist primarily between retail customers and our firm or between retail customers and our financial professionals. The section below discloses material facts relating to these conflicts so that you are able to make an informed decision regarding any recommendation a financial professional provides you. The manner in which we are paid varies based on the types of services we provide. For our broker-dealer services, we are paid each time you make a new investment or trade in your self-clearing account, brokerage account or directly-held account. For our investment advisory services, we are paid based on a percentage of the assets in your advisory account (an “advisory fee”). The different methods of payment create an incentive for us or our financial professionals to recommend one type of product or service over another depending on how we prefer to be paid. The amount of commissions, fees, transaction-based payments, ongoing payments, and other forms of compensation we share with financial professionals is dictated by a compensation grid. Additionally, your financial professional’s payout percentage can be adjusted periodically depending on your financial professional’s total sales and overall performance. Our financial professionals are also eligible to receive cash compensation and/or non-cash compensation based on the revenue he/she generates from sales of PlanMember Services Program accounts. Cash compensation is conveyed through back-end bonuses, higher contractual payout percentages, and payment in the form of forgivable loans. Non-cash compensation includes, but is not limited to, eligibility for practice management/service support, free or reduced-cost marketing materials, and reimbursement or credits of fees that financial professionals pay to PSEC for items such as administrative services or technology. This provides an incentive for your financial professional to recommend PlanMember Services Program products over other products for which we do not provide such additional compensation. Financial Center principals are eligible to receive Growth Participation Payments. Growth Participation Payments are tiered payments based on incremental growth in PlanMember Program AUM and result in increased compensation of 1 to 5 basis points paid on incremental Financial Center PlanMember Program AUM. This payment structure incentivizes financial professionals to promote PlanMember Programs over other programs or investment products. Certain product sponsors or their affiliates also make payments to us to cover the costs associated with certain educational conferences or training seminars we host for our financial professionals. These payments are typically for fixed amounts and are not tied to total sales or customer assets. Even so, these payments incentivize us to sell you or recommend you hold investments issued by issuers that make these payments rather than investments of issuers that do not make these payments or make comparatively lower payments. A list of mutual fund product sponsors from whom we receive such compensation is available at planmember.com/disclosures. In all cases, such marketing allowances or other compensation will be paid to PSEC from the Program Sponsor’s own resources and not from client funds or assets. For PSEC Strategist accounts, a portion of the Advisory Fee retained by PSEC may be shared with the Strategist. Because we share a portion of our advisory fee with some strategists and not others, this provides us an incentive to recommend strategists with whom we do not share fees. The compensation for your financial professional is not affected by whether or not we share fees with the Strategist. The Strategist that we pay a portion of our advisory fee to are Advanced Asset Management Advisors, Brinker Capital and ICON Advisers. Financial Information We do not receive fees of more than $500 six months or more in advance, thus we are not required to provide financial information to our clients. We do not have any financial condition that is reasonably likely to impair our ability to meet our contracted commitment to any client. Trade Errors March 19, 2025 18-19  In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits From time to time, securities held in your accounts may be the subject of class action lawsuits. Without exception, we have no obligation to determine if securities held by you are subject to a pending or resolved class action lawsuit. We also have no duty to evaluate your eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, we have no obligation or responsibility to initiate litigation to recover damages on your behalf if you may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held in your account. Refer to the Part(s) 2B for background information about management personnel and those giving advice on behalf of our firm. © 2022 PlanMember Securities Corporation ADV2A2EliteStrat0122 March 19, 2025 19-19 

ITEM 1. TITLE PAGE PlanMember Securities Corporation Wrap Fee Program Brochure (Form ADV Part 2A, Appendix 1) for the PlanMember Workplace Advisory Program March 31, 2025 6187 Carpinteria Ave Carpinteria CA 93013 800.874.6910 www.planmember.com This brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. If you have any questions about the contents of this brochure, please contact us at 800.223.7608 or 800.874.6910. 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 our firm is available on the SEC’s website at: www.adviserinfo.sec.gov The terms “Registered” and “Registered Investment Advisor” do not imply a certain level of skill or training.  ITEM 2. MATERIAL CHANGES Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Generally, PSEC will notify clients of material changes on an annual basis. However, where we determine that an interim notification is either meaningful or required, we will notify our clients promptly. In either case, we will notify our clients in a separate document. There have been no material changes since March 2024. March 31, 2025 2-14  ITEM 3. TABLE OF CONTENTS ITEM 1. TITLE PAGE .......................................................................................................................................................... 1 ITEM 2. MATERIAL CHANGES ........................................................................................................................................ 2 ITEM 3. TABLE OF CONTENTS ...................................................................................................................................... 3 ITEM 4. SERVICES, FEES, AND COMPENSATION .................................................................................................... 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS............................................................................ 8 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION ........................................................................ 8 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS....................................................... 10 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS ................................................................................ 11 ITEM 9. ADDITIONAL INFORMATION .......................................................................................................................... 11 March 31, 2025 3-14  ITEM 4. SERVICES, FEES, AND COMPENSATION PlanMember Securities Corporation (“PSEC,” “we,” “our,” and/or “us”) is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PSEC and has been in the financial services industry since 1980. PSEC is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. As used is this Brochure, “Your PSEC Professional” or “Professional” refers to the PSEC financial professional who is responsible for your account. The terms “you,” “your,” and/or “client” refer to you as either a current or prospective client of PSEC. As used in this Brochure, the term “Associated Person” may refer to any or all of the following: PSEC officers, employees, and/or any individuals providing investment advice on behalf of PSEC. Our brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available for you to research firms and financial professionals at investor.gov/crs, which also provides educational materials about broker-dealers, investment advisers, and investing. Depending on your needs and your investment objectives, the Firm may assist you with brokerage services, investment advisory services, or both. There are important differences between brokerage and advisory services, including their costs, the services we provide, and the rules that govern them. You should carefully consider these differences when deciding which type, or combination of types, of services and accounts are right for you. Information regarding the differences between our brokerage and advisory services is also included in our Client Relationship Summary disclosure (Form CRS), which is available at planmember.com/disclosures. In addition to the advisory programs and services described in this Brochure, PSEC also offers other advisory programs and services, which are described in separate Forms ADV, Part 2A. Detailed discussions of each of the advisory programs and services provided by PSEC are available on our website at planmember.com/disclosures. When you choose to purchase products and services through PSEC and work with a PSEC financial professional, you have the option of investing through a transaction-based account, such as a brokerage account, a fee-based investment advisory program, or both. It is important to understand the services you can expect to receive, and the costs associated with each of these different types of accounts and relationship with PSEC and your PSEC financial professional. Additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. PlanMember Workplace Advisory Program PSEC provides a variety of advisory services to its clients. The advisory services described in this brochure apply to the PlanMember Workplace Advisory Program. This Program is marketed primarily to individual participants of retirement plans, such as 403(b)(7), 457(b) and 401(k) accounts offered through various retirement plan providers (including, but not limited to, Fidelity, TIAA-CREF, and Schwab). Other advisory programs and services are described in separate Investment Adviser Brochures, which are available upon request. Services are based on the individual needs of the client. An initial interview and data gathering questionnaire is undertaken to determine the client's financial situation and investment objectives, and to give the client the opportunity to impose reasonable restrictions on the management of the account. The client will retain rights of ownership of all securities and funds in the account to the same extent as if the client held the securities and funds outside the program. PSEC constructs a series of asset allocation portfolios with varying risk profiles that are invested in mutual funds or variable annuity subaccounts available through the client’s retirement plan. The Program employs a variety of investment strategies, which are described in the section of this Brochure captioned “Methods of Analysis, Investment Strategies and Risk of Loss.” For this Program, PSEC has contracted with Absolute Capital Management, Inc. (“Absolute Capital”), registered with the Securities and Exchange Commission (SEC) as an investment adviser, to act as a co-advisor for the purposes of executing transactions in the client’s account(s) at the direction of PSEC and withdrawing fees from the client’s account(s) per the terms of the investment advisory agreement. March 31, 2025 4-14  As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account establishment documents; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds or variable annuity sub-accounts utilized in each allocation; (v) add or delete new funds/fund families or other investment options within the mutual funds or new sub-accounts within the variable annuities; and (vi) place securities trades without obtaining your authorization prior to each trade. Also as part of the advisory contract, each client gives Absolute Capital a limited power of attorney to (i) allocate your assets as directed by PSEC; (ii) effect periodic rebalancing and reallocation transactions at the direction of PSEC and; (iii) periodically deduct fees from your Account. PSEC or its agent may furnish quarterly consolidated account statements to each client, confirming all transactions during the report period. Whether or not PSEC furnishes such statements, clients will continue to receive account statements from the retirement plan custodian. Each client receives a prospectus for each mutual fund or variable annuity in which his or her account is invested. Services PSEC provides investment advisory programs to individuals and plan sponsors who participate in or sponsor certain qualified tax-deferred retirement programs including, but not limited to, payroll deduction programs under Sections 403(b), 401(k), 401(a), 457(b) and 408 of the Internal Revenue Code, as well as individuals invested in nonqualified investment advisor firms, and wrap fee programs. PSEC will not provide brokerage and execution services as the broker-dealer on transactions. The Program Fee On an annualized basis, the PlanMember Program advisory fee (the “Advisory Fee”) is based on the following tiered fee schedule:  2.00% for accounts up to $250,000  1.85% for accounts from $250,000 up to $500,000  1.70% for accounts from $500,000 up to $1,000,000  1.55% for account of $1,000,000 or more The above Advisory Fee schedules may be discounted on a case-by-case basis at the discretion of the PlanMember Professional. PSEC retains between 0.13% and 0.35% of the Advisory Fee, depending on the size of the account and other factors. Absolute Capital retains between 0.17% and 0.40% of the Advisory Fee, depending on the size of the account and other factors. The services provided by PSEC and Absolute Capital through this Program may not be purchased outside of this or other PlanMember Programs. Other fees related to the custody and servicing of the account and not related to the advisory services may apply. Such fees are charged by the plan provider and/or custodian and are described in separate agreements. PSEC is not a party to such fees. Program accounts are invested in mutual funds or variable annuity subaccounts that carry separate expenses as disclosed in each investment’s prospectus. The portion of the Advisory Fee not retained by PSEC or Absolute Capital is paid to the PlanMember Professional as a Promotor’s Fee. This compensation may be more or less than the compensation that the PlanMember Professional would receive from the sale of other financial products. Therefore, the PlanMember Professional may have a financial incentive to recommend the PlanMember Workplace Advisory Program over other programs or services. In some cases, a portion of the Promotor’s Fee may be paid to a referring entity other than the PlanMember Professional. Plans that allow fees to be deducted from participant accounts Clients participating in the PlanMember Workplace Advisory Program in plans that allow fees to be deducted from participant accounts are required to authorize PSEC and Absolute Capital to debit the Program fee from their account. Fees may be liquidated from a single holding, multiple holdings or pro-rata from all of the client’s holdings, depending on fee deduction rules of plan custodian. Fees may be deducted from one or multiple accounts on a pro-rata or non-pro-rata basis dependent upon the operational circumstances and at the PSEC’s discretion as assessed by the PSEC at the time of billing. March 31, 2025 5-14  The annual fee for the PlanMember Workplace Advisory Program is typically billed quarterly, in advance, based on the balance of the account on the last day of the month prior to the billing date. The initial fee will be calculated as a percentage of the market value of the assets in the client’s account as of the acceptance date and pro-rated up to the first of the month before the next billing date. Upon account termination, any unearned, prepaid fees will be promptly refunded. Plans that do not allow fees to be deducted from participant accounts Clients participating in the PlanMember Workplace Advisory Program in plans that do not allow fees to be deducted from participant accounts are required establish a payment account with AdvicePay and to designate a valid source of payment (bank account or credit card) for deduction of fees. Clients are further required to approve the deduction of fees through AdvicePay when requested, as outlined below. If the client fails to approve a payment amount or if AdvicePay is unable to process a fee payment due to insufficient funds or inaccurate information provided the client, PlanMember may terminate the client’s advisory agreement and cease management of the account. Initial Advisory Fee Following the end of the calendar quarter in which the Client establishes the Account, the Client will be asked to approve a fee amount for their first four quarterly billings. This fee amount will consist of two components: (a) the fee for the first four full quarters of management, which based on the account balance at the end of the previous quarter multiplied by the quarterly fee rate (the annual fee rate stated in the account establishment paperwork divided by four), and (b) one-fourth of the fee for the quarter in which the account is established, which is based on the account balance at the time of account establishment multiplied by the quarterly fee rate (the annual fee rate stated in the account establishment paperwork divided by four) and pro-rated for the number of days remaining in the quarter. The first fee billing will occur in the month following the end of the quarter in which the account is established. Annual Advisory Fee Reset After the fourth full quarter of management and annually thereafter, the quarterly fee for the coming year will be recalculated. The recalculated fee will be based on the account balance at the end of the previous quarter multiplied by the quarterly fee rate (the annual fee rate stated in the account establishment paperwork divided by four). The new fee will apply for the subsequent four quarters. The client will be asked to approve the new fee amount for the coming year, if the recalculated fee amount is greater than the fee that was paid in the previous quarter. The client will not need to approve the new amount if it is lower than the fee that was paid in the previous quarter. If the fee increase is less than 2.5% or less than $25 per quarter, the Client will continue to be billed the previous amount and the client will not be asked to approve a new fee. The financial professional associated with the account, at their discretion, may request a recalculation of the quarterly fee between annual resets. If such a request results in an increased fee, the client will be contacted via email by AdvicePay and asked to approve the new fee. Quarterly Fee Calculations Between advisory fee resets, the quarterly fee will be the amount most recently approved by the Client, with the following exception: If the calculated fee for the coming quarter (determined by multiplying the account balance as of the end of the previous quarter by the quarterly fee rate) is less than the most recently approved quarterly fee, then PlanMember will charge the lesser, calculated, quarterly fee for the coming quarter. This reduced fee becomes the new approved quarterly fee until the next scheduled Annual Advisory Fee Reset. Fees Charged by Third Parties There are other fees and charges that are imposed by third parties other than PSEC that apply to investments in Program accounts. Some of these fees and charges are described below. Since your assets are invested in mutual funds or other pooled investment products, you should be aware that there will be two layers of advisory fees and expenses for those assets. You will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. In the case of mutual funds that are fund of funds, there could be an additional layer of fees, including performance fees that may vary depending on the performance of the fund. You will also pay PSEC and your PSEC Professional the Account Fee with respect to those assets. Most of the mutual funds available in the program may be purchased directly. Therefore, you could generally avoid the second layer of fees by not using the advisory services of PSEC and Your PSEC Professional and by making your own decisions regarding the investment. March 31, 2025 6-14  If you transfer into a Program account a previously purchased mutual fund, and there is an applicable contingent deferred sales charge on the fund, you will pay that charge when the mutual fund is sold. If your account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the investment, you will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit your transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits or tax harvesting). When transferring securities into an account, you should be aware that certain securities may not be eligible for the account. In such case, the securities may be rejected. Important Things to Consider About Fees on a Program Account The Account Fee is an ongoing fee for investment advisory services and other administrative and custodial services. You do not pay commissions or transaction charges. The Account Fee may cost you more than purchasing the program services separately, for example, paying an advisory fee plus commissions for each transaction in the account. Factors that have a bearing upon the cost of the account in relation to the cost of the Advisor or Strategist Program services purchased separately include the: type and size of the account transaction charges for the securities purchased and sold in the account and   historical and or expected size or number of trades for the account   number and range of supplementary advisory and client-related services provided to you The Account Fee also may cost you more than if assets were held in a traditional brokerage account. In a brokerage account, you are charged a commission for each transaction, and your PSEC Professional has no duty to provide ongoing advice with respect to the account. If you plan to follow a buy and hold strategy for the account or you do not wish to purchase ongoing investment advice or management services, you should consider opening a brokerage account rather than a Program account. The Account Fee may be higher than the fees charged by other investment advisors for similar services. Your PSEC Professional, by recommending the program to you, receives compensation as a result of your participation in the Program. This compensation includes a portion of the Account Fee, and also will include other types of compensation, such as bonuses, awards or other things of value offered by PSEC to the Your PSEC Professional. PSEC pays your PSEC Professional this compensation based on your Advisor’s overall business production and/or on the amount of assets serviced in PSEC advisory programs. Therefore, the amount of this compensation can be more than what your PSEC Professional would receive if you participated in other PSEC programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. In that case, your PSEC Professional has a financial incentive to recommend an Advisor or Strategist Program account over other programs and services. The investment products available to be purchased in an Advisor or Strategist Program can be purchased by clients outside of a Program account, through broker-dealers or other investment firms not affiliated PSEC. Program Choice Conflicts of Interest Clients should be aware that the compensation to PSEC and our financial professionals will differ according to the specific advisory programs or services provided. This compensation to PSEC and a financial professional generally are more than the amounts we would otherwise receive if a client participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through PSEC or from other sources. PSEC and its financial professionals have a financial incentive to recommend advisory programs or services that provide higher compensation over other comparable programs or services available through PSEC or elsewhere that cost you less. For example, PSEC is registered both as a broker/dealer and an investment adviser, and a majority of PSEC’s advisors offer both commission-based brokerage services and fee-based advisory services to their clients. It is important to understand all the associated costs and benefits of each option so clients can decide which types of accounts and services are best suited for their unique financial goals, investment objective, and time horizon. PSEC encourages clients to review its Form CRS available on the firm’s website at https://www.planmember.com/disclosures and to discuss their options and the many differences between brokerage and advisory relationships with a PSEC financial professional. In addition, PSEC offers its financial professionals one or more financial benefits based on the professional’s total assets under management held at PSEC or in PSEC’s own Program accounts, as well as financial assistance for transitioning from another firm to PSEC. The types of financial benefits that are available to PSEC financial professionals include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, March 31, 2025 7-14  and account fees; technology fees; research package fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, and other forms of financial benefits that financial professionals have the opportunity to receive from PSEC provide a financial incentive for a financial professional to select PSEC as broker/dealer for client accounts over other broker/dealers from which they may not receive similar financial benefits or to use certain PSEC Advisory programs over other programs available through PSEC. Additionally, some PSEC financial professionals own and operate locations known as PlanMember Financial Centers. These Financial Centers may be single advisor branches or may include two or more advisors. As these Financial Centers grow, their fee-based business within PSEC’s suite of PSEC Programs, PSEC’s economies of scale are shared with those Financial Centers by increasing the payout percentage to the Financial Center owner, making loans to the Financial Center owner that are forgivable when the Financial Center accumulates certain client asset levels in PSEC Programs, and accruing and paying a deferred growth participation bonus based on client assets accumulated in PSEC Programs. As the amount of the advisors’ client assets in PSEC’s programs grows above certain levels, the advisors receive more financial benefits than they would otherwise receive with fewer assets in PSEC’s programs. These increases in a financial professional or Financial Center’s revenue translate into higher payouts for reaching various PSEC AUM levels which present a conflict of interest because they provide a financial incentive for financial professionals who receive the discounts to recommend PSEC’s Programs over other available managed or wrap account programs that do not offer such discounts or higher payouts to the financial professionals. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS The Workplace Advisory Program is available to participants of retirement plans, such as 403(b)(7), 457(b) and 401(k) accounts, offered through various retirement plan providers (including, but not limited to, Fidelity, TIAA-CREF, and Schwab. The minimum investment required to establish a PlanMember Workplace Advisory account $30,000. Minimum investment requirements may be waived or reduced on a case-by-case basis at the sole discretion of PSEC. ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION PSEC is the portfolio manager of the PlanMember Workplace Advisory Program. Our maximum fee for acting as portfolio manager of the Programs is stated above, and clients will not be charged additional fees by PSEC for Program participation. Refer to the Services, Fees and Compensation section of this Brochure for additional disclosures on this topic. PSEC investment professionals are solely responsible for managing the portfolios underlying PlanMember Workplace Advisory Program. PSEC believes that its investment professionals possess the requisite skill and experience to serve in this capacity. PSEC management regularly reviews the performance of the Program portfolios in light of their investment objective, the purpose for which they have been established, and the conditions of the relevant markets. Investment Discretion As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds or sub-accounts utilized in each allocation; and (v) add or delete new funds/fund families, variable annuity sub-accounts, or other investment options within the mutual funds or variable annuities. Also as part of the advisory contract, each client gives Absolute Capital a limited power of attorney to (i) allocate your assets as directed by PSEC; (ii) effect periodic rebalancing and reallocation transactions at the direction of PSEC and; (iii) periodically deduct fees from your Account. Performance-Based Fees and Side-by-Side Management We do not accept performance-based fees or participate in side-by-side management. 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. Performance-based fees are based on a share of the capital gains or March 31, 2025 8-14  capital appreciation of a client's account. Our fees are calculated as described in the Services, Fees and Compensation section above, and are not charged on the basis of a share of capital gains or capital appreciation of the assets within your advisory account. Methods of Analysis, Investment Strategies and Risk of Loss PSEC utilizes strategic asset allocation, i.e., a top-down approach, in the management of client portfolios. Portfolios are primarily constructed using mutual funds or sub-accounts of variable annuities, both of which are investment vehicles that provide diversification in a cost-effective manner. Within each investment program, clients can generally pick from a series of five portfolios (labeled I through V) that graduate risk from conservative to aggressive. One typically finds higher equity allocations in the more aggressive portfolios, and higher fixed-income allocations in the more conservative portfolios. PSEC’s investment process can be divided into 3 main parts: 1. Economic Framework: PSEC develops a broad, intermediate to long-term view of the global economy and financial markets. 2. Portfolio Strategy: PSEC develops its strategy for each managed portfolio. Such strategy may increase or decrease expected portfolio risk or shift into or out of investments based on their perceived attractiveness. 3. Selection and Weighting: PSEC’s investment strategy is then translated into specific mutual fund and variable annuity sub-account weightings. Adjustments to the strategy can be made depending on strengths and weaknesses of the individual mutual funds or sub-accounts being used. PSEC also implements a monitoring process to identify if and when another portfolio reallocation or rebalancing should occur. Decisions to change portfolio weightings rely on Strategic Rebalancing Events (SREs). These events can be classified into the following categories (but are not exclusive).  Changes in economic circumstances  Financial market disparities  Drift-based repositioning  Repositioning based on the characteristics of individual mutual funds or sub-accounts Risk of Loss Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. By its nature, asset allocation looks to the long-term. After the client's short-term cash needs and emergency fund is evaluated, investment and insurance strategies are designed to help the client achieve his or her financial goals. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for the client will result in the client’s goals being met, nor is there any guarantee of profit or protection from loss. For those investments sold by prospectus, clients should read the prospectus in full. PSEC is disclosing those risks and opportunities for our investment strategy or for particular types of securities used. High yield, high risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment.  The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate,  inflation and credit risks associated with the underlying bond holdings. Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus.  Small cap and Mid-cap investments may have additional risk, including greater price volatility.  Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high‐quality, short‐term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible. March 31, 2025 9-14   There may be tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families’ prospectus.  While diversification through an asset allocation strategy is a useful technique that can help to manage overall  portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss. Investment portfolio rebalancing is subject to market risk primarily that the value of redeemed and purchased shares may vary during the rebalancing process, resulting in gains or losses to your account. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Recommendation of Particular Types of Securities The PlanMember Workplace Advisory Program portfolios are invested exclusively in shares of no-load mutual funds or variable annuity subaccounts, depending on which investments are available through the client’s retirement account. Voting Client Securities Client retains the right to vote proxies or assigns such right to a third person. PSEC is expressly precluded from voting proxies for the account. ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS Your PSEC Professional obtains the necessary financial data from you and assists you in determining your risk tolerance and other factors that will assist you in selecting the proper portfolio. Your PSEC Professional obtains this information by having you complete a Risk Tolerance Questionnaire. In quarterly communications, PSEC asks you to contact your PSEC Professional if there have been any changes in your financial situation or investment objectives or if you wish to impose any reasonable restrictions on the management of your account or reasonably modify existing restrictions. You should be aware that the investment objective selected for the Program is an overall objective for the entire account and may be inconsistent with a particular holding and the account’s performance at any time. You should further be aware that achievement of the stated investment objective is a long-term goal for the account. The portfolio managers of the PlanMember Workplace Advisory Program do not receive information regarding individual clients. The portfolios underlying these programs have been structured to provide an efficient investment opportunity for a broad range of clients, grouped by similar risk tolerance and investment objective. Privacy Policy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact Sean Haley, Chief Compliance Officer, at 805-684-1199 if you have any questions regarding this policy. March 31, 2025 10-14  ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS PSEC does not place any restrictions on your ability to contact and consult with the Portfolio Managers of the Workplace Advisory Program. ITEM 9. ADDITIONAL INFORMATION Disciplinary Information 2010. NASD Rules 2110, 3010 - PSEC outsourced its mutual fund breakpoint determinations to a third-party vendor. Due to a software programming error, PSEC’s vendor failed to take certain B shares into consideration when determining PSEC’s customers’ breakpoints. As a result, some of PSEC’s customers (39 accounts) were overcharged for their mutual fund purchases. During this period, PSEC did not have in place a system or procedures for supervising the vendor’s breakpoint determinations. PSEC’s decision to outsource breakpoint determinations to a third party did not relieve PSEC of its ultimate responsibility for the outsourced activity. During the relevant period, PSEC failed to have in place adequate policies and procedures to monitor the outside vendor’s compliance with the terms of its agreement with PSEC, and to assess the outside vendor’s continued fitness and ability to perform the outside activities. PSEC failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PlanMember Securities Corporation consented to the described sanctions and to the entry of finding; therefore, it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board regulations. Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207 – During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients’ mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010. During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives’ business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent (“AWC”) to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. Other Financial Industry Activities and Affiliations PSEC is not, but some PSEC Professionals are licensed as securities salespersons (“Registered Representatives”) and insurance agents and are in the business of selling securities and insurance products. March 31, 2025 11-14  PSEC Professionals are associated with PlanMember Securities Corporation (“PSEC”), a dually registered investment adviser and securities broker/dealer, as Registered Representatives or Investment Adviser Representatives. PSEC is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority (“FINRA”). PSEC is a wholly owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the design and sale of investment products. We may recommend securities, asset management, or insurance products. If you purchase these products through us, we will receive the normal commissions or fees. Thus, a conflict exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products through PSEC. PSEC Professionals are licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended. If you purchase these products through us, we receive the normal commissions. Thus, a conflict of interest exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. PSEC is affiliated by common ownership with PlanMember Services Corporation (“PSC”), a pension administration and recordkeeping company, which is registered with the SEC as a transfer agent. PSC will perform client level recordkeeping and plan administration for PSEC clients enrolled in the PlanMember Advisor and PlanMember Preference and PlanMember Rep-Directed Programs and may receive fees for such services from the Fund Companies. PSEC is a wholly owned subsidiary of PlanMember Financial Corporation (“PFC”). More than 25% of a voting class of securities of PFC is owned by a subsidiary of Equitable Distribution Holdings, Inc. (“EQH”). PSEC offers various products, including variable annuities and mutual funds, which are sponsored by affiliates of EQH. This relationship represents a conflict of interest, in that PSEC and PSEC Professionals are inclined to invest client assets in EQH-affiliated products. PSEC and EQH have attempted to mitigate this conflict by ensuring that neither PSEC nor PSEC Professionals receive any direct or indirect monetary incentive to make such investments. The decision to invest or retain client assets in EQH- affiliated products is made by PSEC investment professionals based on objective quantitative and qualitative processes dependent upon due diligence investigation and monitoring of the products and their investment performance. Fiduciary Duty with Respect to Retirement Plan Accounts and IRAs When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our employees and PSEC Professionals. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Advisors are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that certain persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting Sean Haley at (805) 684-1199. Review of Accounts Client accounts are monitored on a continuous basis, with a formal review conducted at least annually by the PSEC Professional assigned to your account. March 31, 2025 12-14  The custodian holding your funds and securities (or its designated agent) will send you a confirmation of every securities transaction in your account(s), and a brokerage statement at least quarterly. Our firm will provide reports to you on an as- needed basis. Such reports may include information about accounts that are not directly managed by our firm. Client Referrals and Other Compensation We directly compensate non-employee (outside) consultants, individuals, and/or entities (Promotors formerly known as Solicitors) for client referrals. In order to receive a cash referral fee from our Firm, Promotors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our Firm by a Promotor, you should have received a copy of this Disclosure Brochure along with the Promotor's Disclosure Statement (formerly known as a Solicitors Disclosure Statement) at the time of the referral. If you become a client, the Promotor that referred you to our Firm will receive either a percentage of the advisory fee you pay our Firm for as long as you are a client with our Firm (or until such time as our agreement with the Promotor expires) or a one-time, flat referral fee upon your signing an advisory agreement with our Firm. You will not pay additional fees because of this referral arrangement. Referral fees paid to a Promotor are contingent upon your entering into an advisory agreement with our Firm. Therefore, a Promotor has a financial incentive to recommend our Firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our Firm for advisory services. Comparable services and/or lower fees may be available through other firms. Promotors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our Promotors disclose to you whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the Promotors 's compensation is less favorable. PSEC distributes investment products through independent financial professionals who are Registered Representatives of our broker-dealer, Investment Adviser Representatives affiliated with our Registered Investment Adviser, or both. Many of these financial professionals are affiliated with a PlanMember Financial Center—a group of financial professionals who work together under the guidance of a Financial Center principal. Financial Centers and financial professionals associated with Financial Centers receive sales and marketing support from us in the form of access to our business development and marketing staffs. Our financial professionals offer investments that are part of the PlanMember Services Program, as well as a broad range of other investments that are not part of the Program. The PlanMember Services Program includes PSEC-managed investment advisory programs, mutual funds and annuities that have been selected based on our assessment of our clients’ general investment needs and the ability to consolidate these investments into our service model. For investments that are part of the Program, we provide clients with consolidated account statements, access to the PlanMember Center, web and mobile app account access and ongoing financial education and communications. The intent of the PlanMember Services Program is to provide our clients a “one-stop shop” for their investment needs. As described in the Fees and Costs section, we charge additional fees for certain investments included in the PlanMember Services Program. As described below, we also receive additional revenue from some of the mutual fund and insurance companies included in the program. Additionally, some of the incentives that we provide to our investment professionals or Financial Center principals are based on PlanMember Program asset levels. While the PlanMember Services Program includes a broad array of investments, our financial professionals are not limited to selling investments that are part of the Program. We have identified certain conflicts of interest (“conflicts” or “COIs”) that relate to the recommendations we and our financial professionals make. A conflict arises when an interest (such as an economic benefit) might incline us or a financial professional, consciously or unconsciously, to make a recommendation that is not disinterested. Some of these conflicts exist between retail customers and both our firm and our financial professionals, while others exist primarily between retail customers and our firm or between retail customers and our financial professionals. The section below discloses material facts relating to these conflicts so that you are able to make an informed decision regarding any recommendation a financial professional provides you. The manner in which we are paid varies based on the types of services we provide. For our broker-dealer services, we are paid each time you make a new investment or trade in your self-clearing account, brokerage account or directly-held account. For our investment advisory services, we are paid based on a percentage of March 31, 2025 13-14  the assets in your advisory account (an “advisory fee”). The different methods of payment create an incentive for us or our financial professionals to recommend one type of product or service over another depending on how we prefer to be paid. The amount of commissions, fees, transaction-based payments, ongoing payments, and other forms of compensation we share with financial professionals is dictated by a compensation grid. Additionally, your financial professional’s payout percentage can be adjusted periodically depending on your financial professional’s total sales and overall performance. Our financial professionals are also eligible to receive cash compensation and/or non-cash compensation based on the revenue he/she generates from sales of PlanMember Services Program accounts. Cash compensation is conveyed through back-end bonuses, higher contractual payout percentages, and payment in the form of forgivable loans. Non-cash compensation includes, but is not limited to, eligibility for practice management/service support, free or reduced-cost marketing materials, and reimbursement or credits of fees that financial professionals pay to PSEC for items such as administrative services or technology. This provides an incentive for your financial professional to recommend PlanMember Services Program products over other products for which we do not provide such additional compensation. Financial Center principals are eligible to receive Growth Participation Payments. Growth Participation Payments are tiered payments based on incremental growth in PlanMember Program AUM and result in increased compensation of 1 to 5 basis points paid on incremental Financial Center PlanMember Program AUM. This payment structure incentivizes financial professionals to promote PlanMember Programs over other programs or investment products. Certain product sponsors or their affiliates also make payments to us to cover the costs associated with certain educational conferences or training seminars we host for our financial professionals. These payments are typically for fixed amounts and are not tied to total sales or customer assets. Even so, these payments incentivize us to sell you or recommend you hold investments issued by issuers that make these payments rather than investments of issuers that do not make these payments or make comparatively lower payments. A list of mutual fund product sponsors from whom we receive such compensation is available at planmember.com/disclosures. In all cases, such marketing allowances or other compensation will be paid to PSEC from the Program Sponsor’s own resources and not from client funds or assets. Financial Information We do not receive fees of more than $500 six months or more in advance, thus we are not required to provide financial information to our clients. We do not have any financial condition that is reasonably likely to impair our ability to meet our contracted commitment to any client. Trade Errors In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits From time to time, securities held in your accounts may be the subject of class action lawsuits. Without exception, we have no obligation to determine if securities held by you are subject to a pending or resolved class action lawsuit. We also have no duty to evaluate your eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, we have no obligation or responsibility to initiate litigation to recover damages on your behalf if you may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held in your account. Refer to the Part(s) 2B for background information about management personnel and those giving advice on behalf of our firm. © 2022 PlanMember Securities Corporation ADV2A2WPAdv0122 March 31, 2025 14-14 

PlanMember Securities Corporation Investment Adviser Brochure (Form ADV Part 2A) for Scarborough Investment Advisory Accounts PlanMember Elite March 31, 2025 One Bridge Street, Suite 70 Irvington NY 10533 800.223.7608 www.scarboroughalliance.com 6187 Carpinteria Ave Carpinteria CA 93013 800.874.6910 www.planmember.com This brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. If you have any questions about the contents of this brochure, please contact us at 800.223.7608 or 800.874.6910. 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 our firm is available on the SEC’s website at: www.adviserinfo.sec.gov The terms “Registered” and “Registered Investment Advisor” do not imply a certain level of skill or training.  Material Changes PlanMember Securities Corporation (“PSEC” or “PlanMember”) maintains separate Brochures that describe specific programs with similar traits. This Brochure will address PSEC, its Scarborough Alliance Group (“Scarborough”) and the following mutual fund asset allocation programs: the PlanMember Elite Program and the Scarborough Investment Advisory Account. There are no material changes in this brochure since March 30, 2024. March 31, 2025 2-12  Table of Contents Material Changes ............................................................................................................................................................... 2 Table of Contents ............................................................................................................................................................... 3 Advisory Business ............................................................................................................................................................. 4 Advisory Firm .................................................................................................................................................................... 4 Advisory Services ............................................................................................................................................................. 4 Fees and Compensation .................................................................................................................................................. 5 PlanMember Elite Program ............................................................................................................................................. 5 Scarborough Investment Advisory Accounts ............................................................................................................... 5 Performance-Based Fees and Side-By-Side Management ..................................................................................... 7 Types of Clients .................................................................................................................................................................. 7 Account Requirements .................................................................................................................................................... 7 Methods of Analysis, Investment Strategies and Risk of Loss ............................................................................. 7 Risk of Loss ....................................................................................................................................................................... 8 Disciplinary Information ................................................................................................................................................... 8 Other Financial Industry Activities and Affiliations .................................................................................................. 9 Fiduciary Duty with Respect to Retirement Plan Accounts and IRAs ............................................................... 10 Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading .............................. 10 Code of Ethics ................................................................................................................................................................. 10 Personal Trading ............................................................................................................................................................ 10 Brokerage Practices ........................................................................................................................................................ 10 Soft Dollar Practices ....................................................................................................................................................... 10 Review of Accounts ......................................................................................................................................................... 11 Client Referrals and Other Compensation ................................................................................................................ 11 Referral Fees Paid ......................................................................................................................................................... 11 Investment Discretion ..................................................................................................................................................... 11 Voting of Client Securities ............................................................................................................................................. 11 Privacy Policy ................................................................................................................................................................... 12 Financial Information ...................................................................................................................................................... 12 March 31, 2025 3-12  Advisory Business Advisory Firm PlanMember Securities Corporation (“PSEC,” “we,” “our,” and/or “us”) is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PSEC and has been in the financial services industry since 1980. PSEC is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. As used is this Brochure, “Your PSEC Professional” or “Professional” refers to the PSEC financial professional who is responsible for your account. The terms “you,” “your,” and/or “client” refer to you as either a current or prospective client of PSEC. As used in this Brochure, the term “Associated Person” may refer to any or all of the following: PSEC officers, employees, and/or any individuals providing investment advice on behalf of PSEC. Scarborough Alliance Group (“Scarborough”) is a division of PSEC. Scarborough continues the activities of Scarborough Capital Corporation, a former investment adviser, which was purchased by PlanMember Financial Corporation in 2010. Advisory Services Our brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available for you to research firms and financial professionals at investor.gov/crs, which also provides educational materials about broker-dealers, investment advisers, and investing. Depending on your needs and your investment objectives, the Firm may assist you with brokerage services, investment advisory services, or both. There are important differences between brokerage and advisory services, including their costs, the services we provide, and the rules that govern them. You should carefully consider these differences when deciding which type, or combination of types, of services and accounts are right for you. Information regarding the differences between our brokerage and advisory services is also included in our Client Relationship Summary disclosure (Form CRS), which is available at planmember.com/disclosures. In addition to the advisory programs and services described in this Brochure, PSEC also offers other advisory programs and services, which are described in separate Forms ADV, Part 2As. Detailed discussions of each of the advisory programs and services provided by PSEC, are available on our website at planmember.com/disclosures. When you choose to purchase products and services through PSEC and work with a PSEC financial professional, you have the option of investing through a transaction-based account, such as a brokerage account, a fee-based investment advisory program, or both. It is important to understand the services you can expect to receive, and the costs associated with each of these different types of accounts and relationship with PSEC and your PSEC financial professional. Additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. The advisory services described in this brochure apply to the PlanMember Elite and Scarborough Alliance Programs listed on the cover page. These Programs are marketed primarily to individual retirement plans for union members and their families. Other advisory programs and services are described in separate Investment Adviser Brochures, which are available upon request. Services are based on the individual needs of the client. An initial interview and data gathering questionnaire is undertaken to determine the client's financial situation and investment objectives, and to give the client the opportunity to impose reasonable restrictions on the management of the account. The client will retain rights of ownership of all securities and funds in the account to the same extent as if the client held the securities and funds outside the program. PlanMember Elite Program For the PlanMember Elite Program, PSEC constructs a series of asset allocation portfolios with varying risk profiles that are invested in mutual funds. The PlanMember Elite Program employs a variety of investment strategies, which are described in the section of this Brochure captioned “Methods of Analysis, Investment Strategies and Risk of Loss.” March 31, 2025 4-12  A feature of PlanMember Elite Program is PSEC’s asset allocation service utilizing mutual funds with no front-end or back-end sales charges from multiple mutual fund companies. Each client receives a prospectus for each mutual fund in which his or her account is invested. As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds utilized in each allocation; and (v) add or delete new funds/fund families or other investment options within the mutual funds. Scarborough Investment Advisory Accounts Scarborough primarily allocates investment management assets of its client accounts (“Scarborough Accounts”) among various mutual funds on a limited discretionary basis, in accordance with the investment objectives of the client. In so doing, an asset management strategy is employed whereby Scarborough shall allocate such accounts owned by the client among different asset categories within the same or different mutual fund families. Clients may, in writing, place reasonable limitations upon Scarborough’s limited discretionary authority. The beneficial owners of certain retirement accounts whose assets are held by a trustee/custodian may be subject to special terms and conditions with respect to shareholder report, proxies, and other matters, depending on the terms and conditions of the plan documents under which such accounts are established. PSEC or its agent furnishes quarterly account statements to each client, confirming all transactions during the report period. Fees and Compensation PlanMember Elite Program Clients participating in the PlanMember Elite Program are required to authorize PSEC to debit the Program fee from their account. Fees are liquidated from the client’s largest mutual fund holding or, if there are insufficient assets in the largest holdings, from the client’s remaining mutual fund holdings. On an annualized basis, the PlanMember Elite Program advisory fee offered through Scarborough (the “Advisory Fee”) is 0.70% advisory fee and 0.20% administrative fee. The annual fees for the PlanMember Elite Program are billed quarterly, in arrears, based on the average daily balance of the account during the preceding quarter. Scarborough Investment Advisory Accounts For investment management services, client is charged an annual investment advisory fee of 0.70% of the market value of the assets being managed. The annual investment advisory fee shall be prorated and paid quarterly, in arrears, based upon the market value of the assets on the last day of the previous quarter. Other fees related to the custody and servicing of your account and not related to the advisory services may apply. See your account application for details. PlanMember Elite Program and Scarborough Accounts are invested in mutual funds that carry separate expenses as disclosed in each mutual fund prospectus. Program Choice Conflicts of Interest Clients should be aware that the compensation to PSEC and our financial professionals will differ according to the specific advisory programs or services provided. This compensation to PSEC and a financial professional generally are more than the amounts we would otherwise receive if a client participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through PSEC or from other sources. PSEC and its financial professionals have a financial incentive to recommend advisory programs or services that provide higher compensation over other comparable programs or services available through PSEC or elsewhere that cost you less. For example, PSEC is registered both as a broker/dealer and an investment adviser, and a majority of PSEC’s advisors offer both commission-based brokerage services and fee-based advisory services to their clients. It is important to understand all the associated costs and benefits of each option so clients can decide which types of accounts and services are best suited for their unique financial goals, investment objective, and time horizon. PSEC encourages clients to review its Form CRS available on the firm’s website at https://www.planmember.com/disclosures March 31, 2025 5-12  and to discuss their options and the many differences between brokerage and advisory relationships with a PSEC financial professional. In addition, PSEC offers its financial professionals one or more financial benefits based on the professional’s total assets under management held at PSEC or in PSEC’s own Program accounts, as well as financial assistance for transitioning from another firm to PSEC. The types of financial benefits that are available to PSEC financial professionals include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, and account fees; technology fees; research package fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, and other forms of financial benefits that financial professionals have the opportunity to receive from PSEC provide a financial incentive for a financial professional to select PSEC as broker/dealer for client accounts over other broker/dealers from which they may not receive similar financial benefits or to use certain PSEC Advisory programs over other programs available through PSEC. Additionally, some PSEC financial professionals own and operate locations known as PlanMember Financial Centers. These Financial Centers may be single advisor branches or may include two or more advisors. As these Financial Centers grow, their fee-based business within PSEC’s suite of PSEC Programs, PSEC’s economies of scale are shared with those Financial Centers by increasing the payout percentage to the Financial Center owner, making loans to the Financial Center owner that are forgivable when the Financial Center accumulates certain client asset levels in PSEC Programs, and accruing and paying a deferred growth participation bonus based on client assets accumulated in PSEC Programs. As the amount of the advisors’ client assets in PSEC’s programs grows above certain levels, the advisors receive more financial benefits than they would otherwise receive with fewer assets in PSEC’s programs. These increases in a financial professional or Financial Center’s revenue translate into higher payouts for reaching various PSEC AUM levels which present a conflict of interest because they provide a financial incentive for financial professionals who receive the discounts to recommend PSEC’s Programs over other available managed or wrap account programs that do not offer such discounts or higher payouts to the financial professionals. Additional Compensation through Schwab Relationship Through its clearing relationship with Schwab, PSEC is charged an asset-based fee by Schwab for all of the assets in the PSEC programs in which Schwab conducts omnibus trading. For certain mutual fund holdings within those programs, Schwab receives shareholder servicing payments from the fund companies directly. Any amount Schwab receives in the form of shareholder servicing fees from the fund in excess of a negotiated floor is paid to PSEC. While PSEC will always attempt to identify and use the lowest-expense share classes available, this scenario creates a conflict of interest as PSEC has a financial incentive to select or recommend mutual funds for its programs for which Schwab directly receives shareholder servicing fees which will result in additional revenue paid to PSEC. PSEC attempts to mitigate this conflict by disclosing it to you, by ensuring that your financial professional doesn’t benefit himself or herself from this arrangement and by ensuring that the PSEC institutional money managers are not aware of which mutual funds pay such shareholder servicing fees. Important Considerations Regarding Rollovers If you are a participant in an employer-sponsored retirement plan such as a 401(k) plan, and decide to roll assets out of the plan into a PSEC account, PSEC and your financial professional have a financial incentive to recommend that you invest those assets in a PSEC Account, because PSEC and the financial professional will be paid on those assets, for example, through commissions, fees and third party payments. You should be aware that such fees likely will be higher than those a participant pays through a plan, and there can be maintenance and other miscellaneous fees. As securities held in a retirement plan are generally not transferred directly to a PSEC Account, commissions and sales charges may be charged when liquidating such securities prior to the transfer, in addition to the commissions and sales charges previously paid on transactions in the plan. Deciding what to do with assets saved in an employer-sponsored retirement plan is one of the most important financial decisions a worker will make. For more information about distribution options, including IRA rollovers, check out the resources available to you on sec.gov, irs.gov, and dol.gov. As with any important financial decision, an individual should consider seeking professional assistance. Financial Advisors with investment expertise, as well as tax and legal advisers, can provide valuable support to individuals who want to learn more about IRA rollovers. March 31, 2025 6-12  Performance-Based Fees and Side-By-Side Management This item is not applicable because PSEC does not charge performance-based fees. Types of Clients PSEC provides advisory services to individuals, pension and profit sharing plans and other ERISA accounts, trusts, estates, and business entities. Account Requirements The minimum investment required to establish a Scarborough account is $2,000. Minimum investment requirements may be waived or reduced for group or affinity plans and individual plans on a case-by-case basis at the sole discretion of PSEC. Methods of Analysis, Investment Strategies and Risk of Loss PlanMember Elite Program For the PlanMember Elite Program, PSEC utilizes strategic asset allocation, i.e. a top-down approach, in the management of client portfolios. Portfolios are primarily constructed using mutual funds, which are an investment vehicle that provides diversification in a cost-effective manner. Within each investment program, clients can generally pick from a series of five portfolios (labeled I through V) that graduate risk from conservative to aggressive. One typically finds higher equity allocations in the more aggressive portfolios, and higher fixed-income allocations in the more conservative portfolios. PSEC’s investment process can be divided into 3 main parts: 1. Economic Framework: PSEC develops a broad, intermediate to long-term view of the global economy and financial markets. 2. Portfolio Strategy: PSEC develops its strategy for each managed portfolio. Such strategy may increase or decrease expected portfolio risk or shift into or out of investments based on their perceived attractiveness. 3. Mutual Fund Selection and Weighting: PSEC’s investment strategy is then translated into specific mutual fund weightings. Adjustments to the strategy can be made depending on strengths and weaknesses of the individual mutual funds being used. PSEC also implements a monitoring process to identify if and when another portfolio reallocation or rebalancing should occur. Decisions to change portfolio weightings rely on Strategic Rebalancing Events (SREs). These events can be classified into the following categories (but are not exclusive).  Changes in economic circumstances  Financial market disparities  Drift-based repositioning  Repositioning based on the characteristics of individual mutual funds Scarborough Investment Advisory Accounts Scarborough primarily allocates investment management assets of its client accounts among various mutual funds on a limited discretionary basis, in accordance with the investment objectives of the client. In so doing, Scarborough employs its asset management strategy, whereby Scarborough shall allocate such accounts owned by the client among different asset categories within the same or different mutual fund families. Clients may, in writing, place reasonable limitations upon Scarborough’s limited discretionary authority. All Scarborough Investment Advisor Representatives that give investment advice on behalf of the client must have earned a college degree and/or have substantive investment-related experience. In addition, all such individuals shall have attained all required investment-related licenses and/or designations. Additionally, the ADV part 2b is provided for to the clients that contain additional information on the Scarborough Investment Advisor Representatives. Mutual funds are selected based on an analysis of several criteria. While one criterion may hold more importance over another, it is not Scarborough’s intent to have an individual criterion act as the sole basis of the selection decision. Within a specific asset class, each fund will be compared to its peer group and appropriate benchmarks. March 31, 2025 7-12  When choosing the individual investments, each fund is evaluated for risk, return, and reliability parameters. In addition, Scarborough considers the following:  No-load or load-waived mutual funds  Expense ratios that are reasonable in comparison to Morningstar category average  Above median performance based on three-year rolling averages relative to peer groups  Above median performance in terms of value-added and risk statistics  Clearly stated investment policy and objective  Minimum of three years of performance history for either the fund manager or the fund Mutual funds are monitored at regular intervals or more frequently as circumstances warrant. Scarborough has identified the relevant index and peer group benchmark for each fund to help properly assess investment performance. Decisions to replace funds are only done after careful analysis and deliberation. A detailed analysis of both absolute and relative performance is performed regularly on our funds and if there is a sustained period of poor performance, we may recommend replacing the fund. Risk of Loss Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. By its nature, asset allocation looks to the long-term. After the client's short-term cash needs and emergency fund is evaluated, investment strategies are designed to help the client achieve his or her financial goals. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for the client will result in the client’s goals being met, nor is there any guarantee of profit or protection from loss. For those investments sold by prospectus, clients should read the prospectus in full. PSEC is disclosing those risks and opportunities for our investment strategy or for particular types of securities used.  High yield, high risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment.  The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate, inflation and credit risks associated with the underlying bond holdings.  Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus.  Small cap and Mid-cap investments may have additional risk, including greater price volatility.  Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high‐quality, short‐term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible.  There may be tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families’ prospectus.  While diversification through an asset allocation strategy is a useful technique that can help to manage overall portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss.  Investment portfolio rebalancing is subject to market risk primarily that the value of redeemed and purchased shares may vary during the rebalancing process, resulting in gains or losses to your account. Disciplinary Information An investment advisor must disclose material facts about any legal or disciplinary event that is material to a client’s evaluation of the advisory business or of the integrity of its management personnel. March 31, 2025 8-12  2010. NASD Rules 2110, 3010-PlanMember outsourced its mutual fund breakpoint determinations to a third party vendor. Due to software programming error PlanMember’s vendor failed to take certain B shares into consideration when determining PlanMember’s customers’ breakpoints. As a result, the Firm’s customers (39 accounts) were overcharged for their mutual fund purchases. During this period, the firm did not have in place a system or procedures for supervising the vendor’s breakpoint determinations. The Firm’s decision to outsource breakpoint determinations to a third party did not relieve the Firm of its ultimate responsibility for the outsourced activity. During the relevant period, PlanMember failed to have in place adequate policies and procedures to monitor the outside vendor’s compliance with the terms of its agreement with the Firm, and to assess the outside vendor’s continued fitness and ability to perform the outside activities. The Firm failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PlanMember Securities Corporation consented to the described sanctions and to the entry of the findings; therefore, it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board regulations. Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207. During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010. During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives’ business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent (“AWC”) to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. Other Financial Industry Activities and Affiliations PSEC is not, but Investment Advisor Representatives and Registered Representatives of the firm are licensed as securities salespersons (“Registered Representatives”) and insurance agents and are in the business of selling securities and insurance products. The sale of these products account for approximately 50% of time allocated. Investment Advisor Representatives of PSEC are associated with PlanMember Securities Corporation, a dual registrant, as Registered Representatives. PSEC is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority. PSEC is a wholly owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the design and sale of investment products. We may recommend securities, asset management, or insurance products. If clients purchase these products through us, we will receive the normal fees. Thus, a conflict may exist between our interests and those of advisory clients. The client is under no obligation to purchase products recommended, or to purchase products either through PSEC. Investment Advisor Representatives and Registered Representatives of the firm may be licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended. If clients purchase these products through us, we receive the normal compensation. Thus a conflict of interest may exist between our interests and those of advisory clients. The client is under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. PSEC also acts as a clearing and carrying broker-dealer for other registered broker-dealers (“Introducing Brokers”). In this relationship, customers of an Introducing Broker establish a carrying account with PSEC. The Introducing Broker March 31, 2025 9-12  places transactions on its client’s behalf; these transactions are executed by PSEC. The client’s account and records are maintained by PSEC on its recordkeeping system. PSEC is a member of SIPC, and the client’s accounts are covered by SIPC. PSEC may exercise agreements with other Registered Investment Advisors and recommend other Advisors to clients. In such instances, PSEC may receive a portion of the account fee or commissions. In these instances, we will make available to the client a “Compensation Disclosure Statement” and the Investment Advisor Brochure for the other Advisor. The client is under no obligation to use the services of the other Advisor(s) recommended. PSEC is affiliated by common ownership with PlanMember Services Corporation (“PSC”), a pension administration and recordkeeping company, registered with the SEC as a transfer agent. PSC will perform client level recordkeeping and plan administration for PSEC clients enrolled in the PlanMember Advisor and PlanMember Preference Programs and may receive fees for such services from the Fund Companies. Fiduciary Duty with Respect to Retirement Plan Accounts and IRAs When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics PSEC maintains a Code of Ethics. The Code of Ethics sets forth standards of conduct expected of advisory personnel; requires compliance with federal securities laws; and, addresses conflicts that arise from personal trading by advisory personnel. Personal Trading At times PSEC and/or its IA Reps may take positions in the same securities as clients, and we will try to avoid conflicts with clients. The firm and its IA Reps will generally be “last in” and “last out” for the trading day when trading occurs in close proximity to client trades. We will not violate our fiduciary responsibilities to our clients. Scalping (trading shortly ahead of clients) is prohibited. Should a conflict occur because of materiality (i.e. a thinly traded stock), disclosure will be made to the client(s) at the time of trading. Incidental trading not deemed to be a conflict (i.e. a purchase or sale which is minimal in relation to the total outstanding value, and as such would have negligible effect on the market price), would not be disclosed at the time of trading. Brokerage Practices Selection or Recommendation of Broker/Dealers Because the principal and IA Reps of PSEC are also registered representatives, if clients freely choose to implement advice through us, the broker/dealer is one in the same. PSEC performs "due diligence" on mutual funds, limited partnerships, and insurance products. Only those investments that meet firm requirements will be on the PSEC "approved product list" and be offered for sale to clients. Soft Dollar Practices PSEC may receive compensation from a brokerage firm in the form of products or services (“soft dollars”). When a firm uses client brokerage commissions to obtain soft dollars, the firm receives a benefit by not having to produce or pay for such items. A firm may have an incentive to select or recommend a broker/dealer based on soft dollars received, rather than best execution for the client. March 31, 2025 10-12  PSEC understands its duty for best execution and considers all factors in making recommendations to clients. These research services may be useful in servicing all PSEC clients and may not be used in connection with any particular account that may have paid compensation to the firm providing such services. While PSEC may not always obtain the lowest commission rate, PSEC believes the rate is reasonable in relation to the value of the brokerage services provided. Review of Accounts Quarterly, PSEC will notify the client in writing to contact PSEC or their Scarborough Representative if there have been any changes in the client's financial situation or investment objectives, or to impose or modify account restrictions. Clients may call in at any time during normal business hours to discuss directly with PSEC or their Scarborough Representative about the client's account, financial situation, or investment needs. Clients will be contacted in writing and/or via telephone on an annual basis to determine whether there have been any material changes to their financial situation or investment objectives that may affect their asset allocation recommendation. Any clients who feel they may have such a change will be directed to consult with PSEC or their Scarborough Representative. It is the client's responsibility to notify the Scarborough Representative at any time there are changes. Client Referrals and Other Compensation Referral Fees Paid Generally, Scarborough does not pay for client referrals, although PSEC may do so. All promotors’ agreements comply with the Investment Advisers Act of 1940 and the SEC Marketing Rule of 2022. In addition, all applicable federal and state laws will also be observed. All clients procured by promotors will be given full written disclosures describing the terms and fee arrangements between the advisor and the promotor prior to or at the time of entering into the advisory agreement. Custody Clients will receive from the custodian/brokerage firm or its agent timely confirmations and at least quarterly statements containing a description of all transactions and all account activity. The client will retain rights of ownership of all securities and funds in the account to the same extent as if the client held the securities and funds outside the program. PSEC may send quarterly reports to the client in addition to the custodial statements. All statements should be carefully reviewed by the client to ensure accuracy. Investment Discretion PlanMember Elite Program As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds utilized in each allocation; and (v) add or delete new funds/fund families or other investment options within the mutual funds. Scarborough Investment Advisory Account Scarborough shall allocate such accounts owned by the client among different asset categories within the same or different mutual fund families. Scarborough limits discretion to replacing underperforming funds with funds in the same asset category. For clients who have elected to receive systematic monthly distributions from their accounts, Scarborough will use discretion to select which investment(s) shall be liquidated to provide the cash needed for such distributions. Voting of Client Securities March 31, 2025 11-12  With respect to Scarborough Accounts, PSEC has adopted proxy voting policies and procedures. Under these policies, PSEC’s general policy is to promote the alignment of the interests of corporate management with the interests of its shareholders, to improve the accountability of corporate management to its shareholders, to reward good performance by management, and to approve proposals that Adviser believes will result in financial rewards for its clients. Clients may obtain a copy of the voting policies upon request. The proxy voting policies and procedures have been designed so that proxies are voted in the best interests of PSEC’s clients and to resolve potential conflicts of interest. PSEC votes shares in a manner consistent with the voting policies and without regard to any other relationship, business or otherwise, that PSEC may have with companies in which PSEC invests client assets. If clients would like to obtain information about how their securities have been voted or about how they can direct their votes in a particular matter, they should contact Scarborough Alliance at the address on the cover of this brochure. Privacy Policy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact Sean Haley, Chief Compliance Officer, at 805-684-1199 if you have any questions regarding this policy. Financial Information Investment advisors who have discretionary authority or custody of client funds or securities are required to disclose any financial condition that is reasonably likely to impair its ability to meet its contractual obligations to clients. PSEC has no such conditions to disclose. ©2023 PlanMember Securities Corporation ADV2AScarborough0122 March 31, 2025 12-12 

SEC File # 801-39177 6187 Carpinteria Ave. Carpinteria, CA 93013 (800) 874-6910 Non-Platform Brokerage Account and Variable Annuity IAR Programs and Individual Financial Planning BROCHURE DATE: March 31, 2025 This wrap fee program brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commissions or by any state securities authority. Additional information about PlanMember Securities Corporation (PSEC) is available on the SEC's website at www.adviserinfo.sec.gov. PlanMember Securities Corporation (PSEC) is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training.  ITEM 2: MATERIAL CHANGES Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Generally, PSEC will notify clients of material changes on an annual basis. However, where we determine that an interim notification is either meaningful or required, we will notify our clients promptly. In either case, we will notify our clients in a separate document. There are no material changes in this brochure since March 30, 2024. ADV Part 2 A 2  ITEM 3: TABLE OF CONTENTS Item 1: Cover .............................................................................................................................................................. Page 1 Item 2: Material Changes .......................................................................................................................................... Page 2 Item 3: Table of Contents .......................................................................................................................................... Page 3 Item 4: Services, Fees, and Compensation ............................................................................................................... Page 4 Item 5: Account Requirements and Types of Clients .............................................................................................. Page 8 Item 6: Portfolio Manager Selection and Evaluation .............................................................................................. Page 8 Item 7: Client Information Provided to Portfolio Managers ................................................................................ Page 11 Item 8: Client Contact with Portfolio Managers .................................................................................................... Page 12 Item 9: Additional Information ............................................................................................................................... Page 12 ADV Part 2 A 3  ITEM 4: SERVICES, FEES, AND COMPENSATION Services PlanMember Securities Corporation (“PSEC,” “we,” “our,” and/or “us”) is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PSEC and has been in the financial services industry since 1980. PSEC is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. As used in this Brochure, the terms “PSEC,” “we,” “our,” and/or “us” refer to PlanMember Securities Corporation. “Your PSEC IAR” or “IAR” refers to the PSEC investment advisor representative who is responsible for your account. The terms “you,” “your,” and/or “client” refer to you as either a current or prospective client of PSEC. As used in this Brochure, the term “Associated Person” may refer to any or all of the following: PSEC officers, employees, and/or any individuals providing investment advice on behalf of PSEC. Our brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available for you to research firms and financial professionals at investor.gov/crs, which also provides educational materials about broker-dealers, investment advisers, and investing. Depending on your needs and your investment objectives, the Firm may assist you with brokerage services, investment advisory services, or both. There are important differences between brokerage and advisory services, including their costs, the services we provide, and the rules that govern them. You should carefully consider these differences when deciding which type, or combination of types, of services and accounts are right for you. Information regarding the differences between our brokerage and advisory services is also included in our Client Relationship Summary disclosure (Form CRS), which is available at planmember.com/disclosures. In addition to the advisory programs and services described in this Brochure, PSEC also offers other advisory programs and services, which are described in separate Forms ADV, Part 2As. Detailed discussions of each of the advisory programs and services provided by PSEC, are available on our website at planmember.com/disclosures. When you choose to purchase products and services through PSEC and work with a PSEC financial professional, you have the option of investing through a transaction-based account, such as a brokerage account, a fee-based investment advisory program, or both. It is important to understand the services you can expect to receive, and the costs associated with each of these different types of accounts and relationship with PSEC and your PSEC financial professional. Additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. PSEC provides investment advisory programs to individuals and plan sponsors who participate in or sponsor certain qualified tax-deferred retirement programs including, but not limited to, payroll deduction programs under Sections 403(b), 401(k), 401(a), 457(b) and 408 of the Internal Revenue Code, as well as individuals invested in nonqualified investment advisor firms, and wrap fee programs. Certain brokerage account providers (Schwab, etc.) allow brokerage account holders to appoint a Registered Investment Advisor (and/or an Investment Advisor Representative of the firm) to manage the investments in their account for a fee. PSEC allows its qualified IARs to provide such services within selected brokerage account platforms. The brokerage account providers act as custodians of the account and provide brokerage and execution services as the broker-dealer on transactions, and perform administrative and recordkeeping services. PSEC IARs make available individual investment portfolio management services, on a discretionary basis, to their clients. PSEC IARs will consult with the client to obtain detailed investment objective information and other pertinent data to enable the client to ADV Part 2 A 4  determine the most appropriate investment guidelines, risk tolerance and other factors that will assist the client in selecting a suitable investment portfolio. Certain variable annuity providers allow annuity contract holders to appoint a Registered Investment Advisor (and/or an Investment Advisor Representative (“IAR”) of the firm) to manage the investments in their annuity contract for a fee. PSEC allows its qualified IARs to provide such services within selected variable annuity providers. The variable annuity providers perform administrative and recordkeeping services and back any guarantees associated with the contract. PSEC IARs make available individual investment portfolio management services, on a discretionary basis, to their clients. PSEC IARs will consult with the client to obtain detailed investment objective information and other pertinent data to enable the client to determine the most appropriate investment guidelines, risk tolerance and other factors that will assist the client in selecting a suitable investment portfolio. Appropriately qualified IARs of PSEC may hold themselves out as Financial Planners and offer clients an array of financial planning services for a fee. Clients will enter into a contract for services and will receive a report or plan outlining the financial plan. The terms, conditions and fees will vary by IAR and will be detailed in the individual Investment Advisory Financial Planning Agreement among the Client, PSEC and the IAR. THE PROGRAM FEES The maximum fee that an IAR may charge for investment advisory services provided in connection with a brokerage account or variable annuity contract as described above is 2.00%. The actual fee charged will vary from account to account and will be disclosed in the initial agreement between the IAR and the client. In certain cases, a portion of the fee charged to the client may be retained by PSEC, the brokerage account provider and/or the variable annuity provider. Clients are advised that they may pay two levels of fees for managed variable annuity programs – an advisory fee to the Advisor and fees charged by the variable annuity company. Total portfolio expenses may be higher than other PSEC Managed portfolios based on the product, M&E expenses and additional riders that may be added to the client's policy. PSEC IARs are also Registered Representatives of the broker/dealer, and as such may receive commission-based compensation for the sale of securities and other investment products. PSEC and its IARs will either receive fee-based compensation or commissions on specified assets, not both. Mutual funds recommended under advisory services will be “no-load” or “load-waived.” Clients are not obligated to purchase investment products recommended, or to purchase through our firm or affiliated firms. Fees are not collected for services to be performed more than six months in advance. The client may terminate the Agreement without penalty (full refund) within five business days of signature. After the first five days, for asset management programs, services will continue until either party terminates the Agreement with written notice. If termination occurs prior to the end of a calendar quarter, the client will be assessed for fees due on a pro-rata basis. If termination occurs prior to the end of a calendar quarter, a pro-rata refund of unearned fees will be made to the client. Participation in the Non-Platform Schwab Program is available to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, and other business entities. The minimum account size is $100. The wrap fee for the PSEC Rep-Directed Schwab Program is billed monthly, in advance, based on the average daily balance of the account during the preceding month. In the event the portfolio management agreement is executed at any time other than the first day of a month, fees will be assessed pro rata based on the initial account value. Clients participating in the PSEC Rep-Directed Schwab Program are required to authorize PSEC to debit the Program wrap fee from their account. If insufficient cash is available to pay such fees, securities in an amount equal to the balance ADV Part 2 A 5  of unpaid fees will be liquidated to pay for the unpaid balance. On an annualized basis, the Program wrap fee is charged at a maximum annual rate of 2.00% of assets under management. However, a lower rate may be negotiated with Your PSEC Advisor. Of the wrap fee, PSEC retains 0.35% of assets under management (.30% if assets exceed $1 million dollars); the remainder is paid to Your PSEC Advisor. Fees for Financial Plans are determined by the individual IAR. An approved IAR will provide you the details of services and fees associated with each plan prior to entering into a contract. After the first five days, for Financial Plans, the client may terminate the Agreement at any time and a refund of the unearned fees will be made based on time and effort expended before termination. The Agreement for Financial Plans terminates upon delivery of the plan or services. At this time no refunds will be made. Fees Charged by Third Parties There are other fees and charges that are imposed by third parties other than PSEC that apply to brokerage accounts or variable annuity contracts. Some of these fees and charges are described below. If your assets are invested in mutual funds or other pooled investment products, you should be aware that there will be two layers of advisory fees and expenses for those assets. You will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. In the case of mutual funds that are fund of funds, there could be an additional layer of fees, including performance fees that may vary depending on the performance of the fund. You will also pay PSEC and your PSEC IAR the Account Fee with respect to those assets. Most of the mutual funds available in the program may be purchased directly. Therefore, you could generally avoid the second layer of fees by not using the advisory services of PSEC and Your PSEC IAR and by making your own decisions regarding the investment. If you transfer into an account a previously purchased mutual fund, and there is an applicable contingent deferred sales charge on the fund, you will pay that charge when the mutual fund is sold. If your account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the investment, you will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit your transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits or tax harvesting). When transferring securities into an account, you should be aware that certain securities may not be eligible for the account. In such case, the securities may be rejected. Important Things to Consider About Fees on a Program Account  The Account Fee is an ongoing fee for investment advisory services and other administrative and custodial services. You do not pay commissions or transaction charges. The Account Fee may cost you more than purchasing the program services separately, for example, paying an advisory fee plus commissions for each transaction in the account. Factors that have a bearing upon the cost of the account in relation to the cost of the Preference Program services purchased separately include the: type and size of the account transaction charges for the securities purchased and sold in the account and o o historical and or expected size or number of trades for the account o o number and range of supplementary advisory and client-related services provided to you.  The Account Fee also may cost you more than if assets were held in a traditional brokerage account. In a brokerage account, you are charged a commission for each transaction, and your PSEC IAR has no duty to provide ongoing advice with respect to the account. If you plan to follow a buy and hold strategy for the account or you do not wish to purchase ongoing investment advice or management services, you should consider opening a brokerage account rather than a Program account. ADV Part 2 A 6   The Account Fee may be higher than the fees charged by other investment advisors for similar services.  Your PSEC IAR, by recommending the program to you, receives compensation as a result of your participation in the Program. This compensation includes a portion of the Account Fee, and also may include other types of compensation, such as bonuses, awards or other things of value offered by PSEC to the Your PSEC IAR. PSEC pays your PSEC IAR this compensation based on your Advisor’s overall business production and/or on the amount of assets serviced in PSEC IAR programs. Therefore, the amount of this compensation may be more than what your PSEC IAR would receive if you participated in other PSEC programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, your PSEC IAR may have a financial incentive to recommend a Preference Program account over other programs and services.  The investment products available to be purchased in the IAR Programs mentioned can be purchased by clients outside of a Program account, through broker-dealers or other investment firms not affiliated PSEC. Program Choice Conflicts of Interest Clients should be aware that the compensation to PSEC and our financial professionals will differ according to the specific advisory programs or services provided. This compensation to PSEC and a financial professional generally are more than the amounts we would otherwise receive if a client participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through PSEC or from other sources. PSEC and its financial professionals have a financial incentive to recommend advisory programs or services that provide higher compensation over other comparable programs or services available through PSEC or elsewhere that cost you less. For example, PSEC is registered both as a broker/dealer and an investment adviser, and a majority of PSEC’s advisors offer both commission-based brokerage services and fee-based advisory services to their clients. It is important to understand all the associated costs and benefits of each option so clients can decide which types of accounts and services are best suited for their unique financial goals, investment objective, and time horizon. PSEC encourages clients to review its Form CRS available on the firm’s website at https://www.planmember.com/disclosures and to discuss their options and the many differences between brokerage and advisory relationships with a PSEC financial professional. In addition, PSEC offers its financial professionals one or more financial benefits based on the professional’s total assets under management held at PSEC or in PSEC’s own Program accounts, as well as financial assistance for transitioning from another firm to PSEC. The types of financial benefits that are available to PSEC financial professionals include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, and account fees; technology fees; research package fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, and other forms of financial benefits that financial professionals have the opportunity to receive from PSEC provide a financial incentive for a financial professional to select PSEC as broker/dealer for client accounts over other broker/dealers from which they may not receive similar financial benefits or to use certain PSEC Advisory programs over other programs available through PSEC. Additionally, some PSEC financial professionals own and operate locations known as PlanMember Financial Centers. These Financial Centers may be single advisor branches or may include two or more advisors. As these Financial Centers grow, their fee-based business within PSEC’s suite of PSEC Programs, PSEC’s economies of scale are shared with those Financial Centers by increasing the payout percentage to the Financial Center owner, making loans to the Financial Center owner that are forgivable when the Financial Center accumulates certain client asset levels in PSEC Programs, and accruing and paying a deferred growth participation bonus based on client assets accumulated in PSEC Programs. As the amount of the advisors’ client assets in PSEC’s programs grows above certain levels, the advisors receive more financial benefits than they would otherwise receive with fewer assets in PSEC’s programs. ADV Part 2 A 7  These increases in a financial professional or Financial Center’s revenue translate into higher payouts for reaching various PSEC AUM levels which present a conflict of interest because they provide a financial incentive for financial professionals who receive the discounts to recommend PSEC’s Programs over other available managed or wrap account programs that do not offer such discounts or higher payouts to the financial professionals. Important Considerations Regarding Rollovers If you are a participant in an employer-sponsored retirement plan such as a 401(k) plan, and decide to roll assets out of the plan into a PSEC account, PSEC and your financial professional have a financial incentive to recommend that you invest those assets in a PSEC Account, because PSEC and the financial professional will be paid on those assets, for example, through commissions, fees and third party payments. You should be aware that such fees likely will be higher than those a participant pays through a plan, and there can be maintenance and other miscellaneous fees. As securities held in a retirement plan are generally not transferred directly to a PSEC Account, commissions and sales charges may be charged when liquidating such securities prior to the transfer, in addition to the commissions and sales charges previously paid on transactions in the plan. Deciding what to do with assets saved in an employer- sponsored retirement plan is one of the most important financial decisions a worker will make. For more information about distribution options, including IRA rollovers, check out the resources available to you on sec.gov, irs.gov, and dol.gov. As with any important financial decision, an individual should consider seeking professional assistance. Financial Advisors with investment expertise, as well as tax and legal advisers, can provide valuable support to individuals who want to learn more about IRA rollovers. ITEM 5: ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS The minimum account size for brokerage accounts and variable annuity contracts varies and is determined by the brokerage account provider or variable annuity provider. Participation in the Non-Platform Schwab Program is available to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, and other business entities. The minimum account size for the is $100. ITEM 6: PORTFOLIO MANAGER SELECTION AND EVALUATION For the brokerage and variable annuity programs described herein, PSEC does not select, review or recommend other investment advisors or portfolio managers. PSEC, through your PSEC IAR, is responsible for the investment advice and management offered to you, and you select the PSEC IAR who manages your account. PSEC generally requires that individuals involved in determining or giving investment advice have at least two years financial planning, advisory or brokerage-related experience. Each PSEC IAR is also generally required to possess a FINRA Series 6, 7, 65, or 66 license (as required). For more information about the PSEC IAR managing your account, you should refer to the Brochure Supplement for your PSEC IAR, which you should have received along with this Brochure at the time you opened the account. PSEC does not calculate the performance record of PSEC IARs. The brokerage account provider or variable annuity provider may calculate individual account performance. INVESTMENT DISCRETION In the Programs described herein, your PSEC IAR provides advisory services on a discretionary basis for the purchase ADV Part 2 A 8  and sale of mutual funds PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT We do not accept performance-based fees or participate in side-by-side management. 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. Performance-based fees are based on a share of the capital gains or capital appreciation of a client's account. Our fees are calculated as described in the Services, Fees and Compensation section above, and are not charged on the basis of a share of capital gains or capital appreciation of the assets within your advisory account. METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS Security analysis methods used by PSEC IARs participating in the IAR Programs may include, but are not limited to, charting (using charts to track individual security or market movements over time); fundamental analysis (evaluating securities based upon its historical and projected financial performance); technical analysis (examining moves in the price of an issue based upon peer securities or comparisons to an investment sector or index); and cyclical analysis (determining the desirability of an issue based upon the status of an issue within the price cycle the security or similar securities have followed historically). Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for you will result in your goals being met, nor is there any guarantee of profit or protection from loss. For those investments sold by prospectus, you should read the prospectus in full. PSEC is disclosing those risks and opportunities for our investment strategy or for particular types of securities used.  High yield, high-risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment.  Lower-rated bonds are subject to greater fluctuations in value and risk of loss of income and principal. Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus.  The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate, inflation and credit risks associated with the underlying bond holdings. • There are tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families’ prospectus.  Small cap and Mid-cap investments may have additional risk, including greater price volatility.  While diversification through an asset allocation strategy is a useful technique that can help to manage overall portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss. ADV Part 2 A 9   Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high-quality, short-term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible. Money market funds pay dividends that generally reflect short-term interest rates, and historically the returns for money market funds have been lower than for either bond or stock funds. IAR accounts may be rebalanced periodically. While the Account is being rebalanced, requests for movements of Account balances, distributions, or other transactions affecting Account assets may be delayed depending on the trading policies of the brokerage account or variable annuity provider. Investment portfolio rebalancing may be subject to market risk primarily that the value of redeemed and purchased shares may vary during the rebalancing process, resulting in gains or losses to your account. Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of client assets. Regardless of account size or any other factors, we strongly recommend all clients continuously consult with a tax professional prior to and throughout the investment process. Pursuant to revised IRS regulations, custodians and broker-dealers will begin reporting the cost basis of equities acquired in client accounts on or after January 1, 2011. Your custodian will use the FIFO accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is right for you. If your tax advisor believes another accounting method is best, please provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods must be made before trades settle, as the cost basis method cannot be changed after settlement. BROKERAGE FOR CLIENT REFERRALS We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. RECOMMENDATION OF PARTICULAR TYPES OF SECURITIES PSEC IARs recommend all types of securities and do not necessarily recommend one particular type of security over another since each client has different needs and a different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. VOTING CLIENT SECURITIES For Non-Platform IAR Accounts, PSEC will not vote proxies on behalf of our accounts. However, we may, at your request, answer questions you may have regarding the nature of a proxy and voting procedures. ITEM 7: CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS Your PSEC IAR obtains the necessary financial data from you and assists you in setting an appropriate investment objective for your account. Your PSEC IAR obtains this information by having you complete an Account Application that is a part of the Account Agreement. In quarterly communications, PSEC asks you to contact your PSEC IAR if there ADV Part 2 A 10  have been any changes in your financial situation or investment objectives or if you wish to impose any reasonable restrictions on the management of your account or reasonably modify existing restrictions. You should be aware that the investment objective selected for the Program is an overall objective for the entire account and may be inconsistent with a particular holding and the account’s performance at any time. You should further be aware that achievement of the stated investment objective is a long-term goal for the account. PRIVACY POLICY We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact Sean Haley, Chief Compliance Officer, at 805-684-1199 if you have any questions regarding this policy. ITEM 8: CLIENT CONTACT WITH PORTFOLIO MANAGERS PSEC does not place any restrictions on your ability to contact and consult with your PSEC IAR. ITEM 9: ADDITIONAL INFORMATION DISCIPLINARY INFORMATION 2010. NASD Rules 2110, 3010 - PSEC outsourced its mutual fund breakpoint determinations to a third party vendor. Due to a software programming error, PSEC’s vendor failed to take certain B shares into consideration when determining PSEC’s customers’ breakpoints. As a result, some of PSEC’s customers (39 accounts) were overcharged for their mutual fund purchases. During this period, PSEC did not have in place a system or procedures for supervising the vendor’s breakpoint determinations. PSEC’s decision to outsource breakpoint determinations to a third party did not relieve PSEC of its ultimate responsibility for the outsourced activity. During the relevant period, PSEC failed to have in place adequate policies and procedures to monitor the outside vendor’s compliance with the terms of its agreement with PSEC, and to assess the outside vendor’s continued fitness and ability to perform the outside activities. PSEC failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PlanMember Securities Corporation consented to the described sanctions and to the entry of finding; therefore it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board ADV Part 2 A 11  regulations. Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207. During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010. During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives’ business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent (“AWC”) to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS PSEC is not, but PSEC IARs are licensed as securities salespersons (“Registered Representatives”) and insurance agents, and are in the business of selling securities and insurance products. PSEC IARs are associated with PlanMember Securities Corporation (“PSEC”), a dually-registered investment adviser and securities broker/dealer, as Registered Representatives. PSEC is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority (“FINRA”). PSEC is a wholly-owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the design and sale of investment products. We may recommend securities, asset management, or insurance products. If you purchase these products through us, we will receive the normal commissions or fees. Thus, a conflict exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products through PSEC. PSEC IARs are licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended. If you purchase these products through us, we receive the normal commissions. Thus a conflict of interest exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. PSEC may exercise agreements with other Registered Investment Advisors and recommend other Advisors to clients. In such instances, PSEC may receive a portion of the account fee or commissions. In these instances, we will make available to the client a “Compensation Disclosure Statement” and the Investment Advisor Brochure for the other Advisor. You are under no obligation to use the services of the other Advisor(s) recommended. ADV Part 2 A 12  PSEC is affiliated by common ownership with PlanMember Services Corporation (“PSC”), a pension administration and recordkeeping company, which is registered with the SEC as a transfer agent. PSC will perform client level recordkeeping and plan administration for PSEC clients enrolled in the PlanMember Advisor and PlanMember Preference and PlanMember Rep-Directed Programs and may receive fees for such services from the Fund Companies. FIDUCIRARY DUTY WITH RESPECT TO RETIREMENT PLAN ACCOUNTS AND IRAs When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our employees and PSEC IARs. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Advisors are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that certain persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting Daniel Murphy at (805) 684-1199. PSEC does not share revenue sharing payments with PSEC IARs, and therefore, there is no financial incentive for an Advisor to select a participating fund for an account over another fund because of this fee arrangement. However, PSEC and its affiliates may make recommendations of mutual funds, which recommendations can be implemented by PSEC IARs in an account. PSEC does not require that a mutual fund participate in these fee arrangements in order for a fund to be recommended. PSEC intends to make all recommendations independent of such fee arrangements. REVIEW OF ACCOUNTS Client accounts are monitored on a continuous basis, with a formal review conducted at least annually. PSEC IARs assigned to the account will conduct the review. The calendar is the triggering factor for reviews. The custodian holding your funds and securities will send you a confirmation of every securities transaction in your account(s), and a brokerage statement at least quarterly. Our firm will provide reports to you on an as-needed basis. Such reports may include information about accounts that are not directly managed by our firm. CLIENT REFERRALS AND OTHER COMPENSATION We directly compensate non-employee (outside) consultants, individuals, and/or entities (Promotors formerly known as Solicitors) for client referrals. In order to receive a cash referral fee from our Firm, Promotors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our Firm by a Promotor, you should have received a copy of this Disclosure Brochure along with the Promotor's Disclosure Statement (formerly known as a Solicitors Disclosure Statement) at the time of the referral. If you become a client, the Promotor that referred you to our Firm will receive either a percentage of the advisory fee you pay our Firm for as long as you are a client with our Firm (or until such time as our agreement with the Promotor expires) or a one-time, flat referral fee upon your signing an advisory agreement with our Firm. You will not pay additional fees because of ADV Part 2 A 13  this referral arrangement. Referral fees paid to a Promotor are contingent upon your entering into an advisory agreement with our Firm. Therefore, a Promotor has a financial incentive to recommend our Firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our Firm for advisory services. Comparable services and/or lower fees may be available through other firms. Promotors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our Promotors disclose to you whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the Promotors 's compensation is less favorable. PSEC distributes investment products through independent financial professionals who are Registered Representatives of our broker-dealer, Investment Adviser Representatives affiliated with our Registered Investment Adviser, or both. Many of these financial professionals are affiliated with a PlanMember Financial Center—a group of financial professionals who work together under the guidance of a Financial Center principal. Financial Centers and financial professionals associated with Financial Centers receive sales and marketing support from us in the form of access to our business development and marketing staffs. Our financial professionals offer investments that are part of the PlanMember Services Program, as well as a broad range of other investments that are not part of the Program. The PlanMember Services Program includes PSEC- managed investment advisory programs, mutual funds and annuities that have been selected based on our assessment of our clients’ general investment needs and the ability to consolidate these investments into our service model. For investments that are part of the Program, we provide clients with consolidated account statements, access to the PlanMember Center, web and mobile app account access and ongoing financial education and communications. The intent of the PlanMember Services Program is to provide our clients a “one-stop shop” for their investment needs. As described in the Fees and Costs section, we charge additional fees for certain investments included in the PlanMember Services Program. As described below, we also receive additional revenue from some of the mutual fund and insurance companies included in the program. Additionally, some of the incentives that we provide to our investment professionals or Financial Center principals are based on PlanMember Program asset levels. While the PlanMember Services Program includes a broad array of investments, our financial professionals are not limited to selling investments that are part of the Program. We have identified certain conflicts of interest (“conflicts” or “COIs”) that relate to the recommendations we and our financial professionals make. A conflict arises when an interest (such as an economic benefit) might incline us or a financial professional, consciously or unconsciously, to make a recommendation that is not disinterested. Some of these conflicts exist between retail customers and both our firm and our financial professionals, while others exist primarily between retail customers and our firm or between retail customers and our financial professionals. The section below discloses material facts relating to these conflicts so that you are able to make an informed decision regarding any recommendation a financial professional provides you. The manner in which we are paid varies based on the types of services we provide. For our broker-dealer services, we are paid each time you make a new investment or trade in your self-clearing account, brokerage account or directly-held account. For our investment advisory services, we are paid based on a percentage of the assets in your advisory account (an “advisory fee”). The different methods of payment create an incentive for us or our financial professionals to recommend one type of product or service over another depending on how we prefer to be paid. The amount of commissions, fees, transaction-based payments, ongoing payments, and other forms of compensation we share with financial professionals is dictated by a compensation grid. Additionally, your financial professional’s payout percentage can be adjusted periodically depending on your financial professional’s total sales ADV Part 2 A 14  and overall performance. Our financial professionals are also eligible to receive cash compensation and/or non-cash compensation based on the revenue he/she generates from sales of PlanMember Services Program accounts. Cash compensation is conveyed through back-end bonuses, higher contractual payout percentages, and payment in the form of forgivable loans. Non-cash compensation includes, but is not limited to, eligibility for practice management/service support, free or reduced-cost marketing materials, and reimbursement or credits of fees that financial professionals pay to PSEC for items such as administrative services or technology. This provides an incentive for your financial professional to recommend PlanMember Services Program products over other products for which we do not provide such additional compensation. Financial Center principals are eligible to receive Growth Participation Payments. Growth Participation Payments are tiered payments based on incremental growth in PlanMember Program AUM and result in increased compensation of 1 to 5 basis points paid on incremental Financial Center PlanMember Program AUM. This payment structure incentivizes financial professionals to promote PlanMember Programs over other programs or investment products. Certain product sponsors or their affiliates also make payments to us to cover the costs associated with certain educational conferences or training seminars we host for our financial professionals. These payments are typically for fixed amounts and are not tied to total sales or customer assets. Even so, these payments incentivize us to sell you or recommend you hold investments issued by issuers that make these payments rather than investments of issuers that do not make these payments or make comparatively lower payments. A list of mutual fund product sponsors from whom we receive such compensation is available at planmember.com/disclosures. In all cases, such marketing allowances or other compensation will be paid to PSEC from the Program Sponsor’s own resources and not from client funds or assets. BROKERAGE PRACTICES Brokerage practices and policies are controlled by the brokerage account provider. PSEC is not paid a commission for executing transactions. Refer to you brokerage account provider’s policies for more details. FINANCIAL INFORMATION We do not receive fees of more than $500 six months or more in advance, thus we are not required to provide financial information to our clients. We do not have any financial condition that is reasonably likely to impair our ability to meet our contracted commitment to any client. TRADE ERRORS In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. CLASS ACTION LAWSUITS From time to time, securities held in your accounts may be the subject of class action lawsuits. Without exception, we have no obligation to determine if securities held by you are subject to a pending or resolved class action lawsuit. We also have no duty to evaluate your eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, we have no obligation or responsibility to initiate litigation to recover ADV Part 2 A 15  damages on your behalf if you may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held in your account. Refer to the Part(s) 2B for background information about management personnel and those giving advice on behalf of our firm. ADV Part 2 A 16 

ITEM 1. TITLE PAGE PlanMember Securities Corporation Wrap Fee Program Brochure (Form ADV Part 2A, Appendix 1) for the PlanMember Elite Program PlanMember Advisor—Fidelity Program PlanMember Advisor—SBL Program PlanMember Strategist Program March 31, 2025 6187 Carpinteria Ave Carpinteria CA 93013 800.874.6910 www.planmember.com This brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. If you have any questions about the contents of this brochure, please contact us at 800.223.7608 or 800.874.6910. 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 our firm is available on the SEC’s website at: www.adviserinfo.sec.gov The terms “Registered” and “Registered Investment Advisor” do not imply a certain level of skill or training.  ITEM 2. MATERIAL CHANGES Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Generally, PSEC will notify clients of material changes on an annual basis. However, where we determine that an interim notification is either meaningful or required, we will notify our clients promptly. In either case, we will notify our clients in a separate document. PlanMember Securities Corporation (“PSEC” or “PlanMember”) offers a number of investment advisory programs for its clients. PSEC has prepared a separate brochure for each program (or group of similar programs) rather than a single large brochure that describes all of its programs. PSEC clients will receive only the brochure that describes the program in which they are participating or that they are considering. This brochure provides information relating to the PlanMember Elite Program, the PlanMember Advisor—Fidelity Program, and the PlanMember Advisor—SBL Program (the “PlanMember Advisor Programs”), and the PlanMember Strategist Program, all wrap fee programs available to our clients. More information regarding these programs is available under Item 4: Services, Fees, and Compensation. Since March 30, 2024, the program fee has been modified to reflect tiered pricing as described on page 5. March 31, 2025 2-19  ITEM 3. TABLE OF CONTENTS ITEM 1. TITLE PAGE .......................................................................................................................................................... 1 ITEM 2. MATERIAL CHANGES ........................................................................................................................................ 2 ITEM 3. TABLE OF CONTENTS ...................................................................................................................................... 3 ITEM 4. SERVICES, FEES, AND COMPENSATION .................................................................................................... 4 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS............................................................................ 8 ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION ........................................................................ 9 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS....................................................... 14 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS ................................................................................ 15 ITEM 9. ADDITIONAL INFORMATION .......................................................................................................................... 15 March 31, 2025 3-19  ITEM 4. SERVICES, FEES, AND COMPENSATION PlanMember Securities Corporation (“PSEC,” “we,” “our,” and/or “us”) is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PSEC and has been in the financial services industry since 1980. PSEC is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. As used is this Brochure, “Your PSEC Professional” or “Professional” refers to the PSEC financial professional who is responsible for your account. The terms “you,” “your,” and/or “client” refer to you as either a current or prospective client of PSEC. As used in this Brochure, the term “Associated Person” may refer to any or all of the following: PSEC officers, employees, and/or any individuals providing investment advice on behalf of PSEC. Our brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available for you to research firms and financial professionals at investor.gov/crs, which also provides educational materials about broker-dealers, investment advisers, and investing. Depending on your needs and your investment objectives, the Firm may assist you with brokerage services, investment advisory services, or both. There are important differences between brokerage and advisory services, including their costs, the services we provide, and the rules that govern them. You should carefully consider these differences when deciding which type, or combination of types, of services and accounts are right for you. Information regarding the differences between our brokerage and advisory services is also included in our Client Relationship Summary disclosure (Form CRS), which is available at planmember.com/disclosures. In addition to the advisory programs and services described in this Brochure, PSEC also offers other advisory programs and services, which are described in separate Forms ADV, Part 2As. Detailed discussions of each of the advisory programs and services provided by PSEC, are available on our website at planmember.com/disclosures. When you choose to purchase products and services through PSEC and work with a PSEC financial professional, you have the option of investing through a transaction-based account, such as a brokerage account, a fee-based investment advisory program, or both. It is important to understand the services you can expect to receive, and the costs associated with each of these different types of accounts and relationship with PSEC and your PSEC financial professional. Additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. PlanMember Advisor and PlanMember Strategist Programs PSEC provides a variety of advisory services to its clients. The advisory services described in this brochure apply to the PlanMember Advisor and Strategist Programs listed on the cover page. These Programs are marketed primarily to individual retirement plans, such as 403(b)(7) accounts and IRAs. Other advisory programs and services are described in separate Investment Adviser Brochures, which are available upon request. Services are based on the individual needs of the client. An initial interview and data gathering questionnaire is undertaken to determine the client's financial situation and investment objectives, and to give the client the opportunity to impose reasonable restrictions on the management of the account. The client will retain rights of ownership of all securities and funds in the account to the same extent as if the client held the securities and funds outside the program. For the advisory programs described in this brochure (the “PlanMember Advisor and Strategist Programs”), PSEC constructs a series of asset allocation portfolios with varying risk profiles that are invested in mutual funds or variable annuities. The PlanMember Advisor and Strategist Programs employ a variety of investment strategies, which are described in the section of this Brochure captioned “Methods of Analysis, Investment Strategies and Risk of Loss.” The PlanMember Advisor and Strategist Programs enable PSEC to provide its clients with the following managed portfolios:  The PlanMember Elite Program consists of four series of portfolios managed by PSEC investment professionals consisting of mutual funds, which are in turn managed by a variety of third-party investment advisers. One of the Elite portfolio series invests in funds that have an emphasis on environmental, social, and governance factors (“ESG Funds”). March 31, 2025 4-19   The PlanMember Advisor—Fidelity Program consists of five portfolios managed by PSEC investment professionals consisting of no-load mutual funds sponsored and managed by Fidelity.  The PlanMember Advisor—SBL Program consists of five portfolios managed by PSEC investment professionals consisting of variable annuities sponsored and managed by Security Benefit Life.  The PlanMember Strategist Program consists of model portfolios design and managed by third-party investment advisers (“Strategists”) who are in turn selected and overseen by the PSEC Strategist Committee. Additionally, PlanMember offers a Capital Preservation Fund as an option for allocating a portion of a client’s assets. This fund primarily invests in low-risk, high-quality fixed-income securities, including government bonds, certificates of deposit (CDs), short-term commercial money instruments, savings accounts, and money market accounts, with a focus on capital protection. Individuals looking to reduce portfolio volatility may consider this option; however, it is interest rate sensitive and remains subject to an advisory fee. In a low-interest-rate environment, this fee represents a larger percentage of the fund’s overall returns, which may impact its effectiveness as a preservation tool. As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds or variable annuity sub-accounts utilized in each allocation; and (v) add or delete new funds/fund families or other investment options within the mutual funds or new sub-accounts within the variable annuities. The beneficial owners of certain retirement accounts whose assets are held by a trustee/custodian may be subject to special terms and conditions with respect to shareholder report, proxies, and other matters, depending on the terms and conditions of the plan documents under which such accounts are established. PSEC or its agent furnishes quarterly consolidated account statements to each client, confirming all transactions during the report period. Consistent among all PlanMember Advisor Programs is PSEC’s asset allocation service utilizing mutual funds with no front-end or back-end sales charges from multiple mutual fund companies and variable annuities from Security Benefit. Each client receives a prospectus for each mutual fund or variable annuity in which his or her account is invested. Services PSEC provides investment advisory programs to individuals and plan sponsors who participate in or sponsor certain qualified tax-deferred retirement programs including, but not limited to, payroll deduction programs under Sections 403(b), 401(k), 401(a), 457(b) and 408 of the Internal Revenue Code, as well as individuals invested in nonqualified investment advisor firms, and wrap fee programs. PSEC will also provide brokerage and execution services as the broker-dealer on transactions. The Program Fee On an annualized basis, the PlanMember Program advisory fee for PlanMember Elite, PlanMember Advisor-Fidelity and PlanMember Strategist accounts (the “Advisory Fee”) is based on the following breakpoint or tiered fee schedules: Breakpoint fee schedule for client accounts established prior to January 1, 2025:  2.00% for accounts up to $250,000  1.85% for accounts from $250,000 up to $500,000  1.70% for accounts from $500,000 up to $1,000,000  1.55% for account of $1,000,000 or more Tiered fee schedule for Investment & Savings Program client accounts (IRA & Nonqualified account types) established on or after January1, 2025:  1.85% for the first $100,000  1.80% on the next $150,000  1.70% on the next $250,000  1.55% on the next $500,000  1.45% on assets above $1,000,000 March 31, 2025 5-19  Tiered fee schedule for Workplace Savings Program client accounts (403(b), 457(b), and 401 account types) established on or after January 1, 2025:  2.00% for the first $100,000  1.85% on the next $150,000  1.70% on the next $250,000  1.55% on the next $500,000  1.45% on assets above $1,000,000 On an annualized basis, the PlanMember Program advisory fee for PlanMember Advisor-SBL accounts (the “Advisory Fee”) is based on the following tiered fee schedule:  SecureDesigns and Variflex Variable Annuity Contracts: 1.25%  SFR Mutual Fund Program Accounts: 2.00% The above Advisory Fee schedules may be discounted on a case-by-case basis at the discretion of the PlanMember Professional or for accounts established prior to June 1, 2012. A negotiated fee may apply in certain cases. PSEC retains up to 0.70% of the Advisory Fee, depending on the size of the account and other factors. For PlanMember Strategist accounts, a portion of the Advisory Fee retained by PlanMember may be shared with the Strategist. PlanMember’s advisory services may not be purchased outside of the PlanMember Advisor Programs. Advisory services of the Strategists may be purchased outside of the PlanMember Strategist Program, possibly for a lower fee. Other fees related to the custody and servicing of the account and not related to the advisory services may apply. See your account application for details. PlanMember Advisor Program and PlanMember Strategist Program accounts are invested in mutual funds that carry separate expenses as disclosed in each mutual fund prospectus. The portion of the Advisory Fee not retained by PSEC is paid to the PlanMember Professional (who may be a registered representative of PSEC or a financial professional of another broker/dealer with whom PSEC has a clearing and carrying relationship) as a Promotor’s Fee. This compensation may be more or less than the compensation that the PlanMember Professional would receive from the sale of other financial products. Therefore, the PlanMember Professional may have a financial incentive to recommend the PlanMember Advisor Programs over other programs or services. In some cases, a portion of the Promotor’s Fee may be paid to a referring entity other than the PlanMember Professional. The annual fee for the PlanMember Advisor and PlanMember Strategist Programs is typically billed quarterly, in arrears, based on the average daily balance of the account during the preceding quarter. In certain circumstances, solely when the account was funded by proceeds from another advisory program in which advisory fees were billed in advance, the annual fee will be billed quarterly, in advance, based on the account value as of the last day of the previous quarter. If the account is to be billed in advance, the advance billing option will be indicated on the Investment Advisory Agreement for the account. Upon account termination, any earned, unpaid fees will be deducted from the account or any unearned, prepaid fees will be promptly refunded. Clients participating in the PlanMember Advisor and PlanMember Strategist Programs are required to authorize PSEC to debit the Program fee from their account. Fees are liquidated from the client’s largest mutual fund or variable annuity sub- account holding or, if there are insufficient assets in the largest holdings, from the client’s remaining mutual fund holdings or variable annuity sub-account. Fees Charged by Third Parties There are other fees and charges that are imposed by third parties other than PSEC that apply to investments in Advisor and Strategist Program accounts. Some of these fees and charges are described below. Since your assets are invested in mutual funds or other pooled investment products, you should be aware that there will be two layers of advisory fees and expenses for those assets. You will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. In the case of mutual funds that are fund of funds, there could be an additional layer of fees, including performance fees that may vary depending on the performance of the fund. You will also pay PSEC and your PSEC Professional the Account Fee with respect to those assets. Most of the mutual funds available in the program may be purchased directly. Therefore, you could generally avoid the second layer of fees by not using the advisory services of PSEC and Your PSEC Professional and by making your own decisions regarding the investment. If you transfer into an Advisor or Strategist Program account a previously purchased mutual fund, and there is an applicable contingent deferred sales charge on the fund, you will pay that charge when the mutual fund is sold. If your account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the March 31, 2025 6-19  investment, you will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit your transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits or tax harvesting). When transferring securities into an account, you should be aware that certain securities may not be eligible for the account. In such case, the securities may be rejected. Important Things to Consider About Fees on a Program Account The Account Fee is an ongoing fee for investment advisory services and other administrative and custodial services. You do not pay commissions or transaction charges. The Account Fee may cost you more than purchasing the program services separately, for example, paying an advisory fee plus commissions for each transaction in the account. Factors that have a bearing upon the cost of the account in relation to the cost of the Advisor or Strategist Program services purchased separately include the: type and size of the account transaction charges for the securities purchased and sold in the account and   historical and or expected size or number of trades for the account   number and range of supplementary advisory and client-related services provided to you The Account Fee also may cost you more than if assets were held in a traditional brokerage account. In a brokerage account, you are charged a commission for each transaction, and your PSEC Professional has no duty to provide ongoing advice with respect to the account. If you plan to follow a buy and hold strategy for the account or you do not wish to purchase ongoing investment advice or management services, you should consider opening a brokerage account rather than a Program account. The Account Fee may be higher than the fees charged by other investment advisors for similar services. Your PSEC Professional, by recommending the program to you, receives compensation as a result of your participation in the Program. This compensation includes a portion of the Account Fee, and also will include other types of compensation, such as bonuses, awards or other things of value offered by PSEC to the Your PSEC Professional. PSEC pays your PSEC Professional this compensation based on your Advisor’s overall business production and/or on the amount of assets serviced in PSEC advisory programs. Therefore, the amount of this compensation can be more than what your PSEC Professional would receive if you participated in other PSEC programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. In that case, your PSEC Professional has a financial incentive to recommend an Advisor or Strategist Program account over other programs and services. The investment products available to be purchased in an Advisor or Strategist Program can be purchased by clients outside of a Program account, through broker-dealers or other investment firms not affiliated PSEC. Program Choice Conflicts of Interest Clients should be aware that the compensation to PSEC and our financial professionals will differ according to the specific advisory programs or services provided. This compensation to PSEC and a financial professional generally are more than the amounts we would otherwise receive if a client participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through PSEC or from other sources. PSEC and its financial professionals have a financial incentive to recommend advisory programs or services that provide higher compensation over other comparable programs or services available through PSEC or elsewhere that cost you less. For example, PSEC is registered both as a broker/dealer and an investment adviser, and a majority of PSEC’s advisors offer both commission-based brokerage services and fee-based advisory services to their clients. It is important to understand all the associated costs and benefits of each option so clients can decide which types of accounts and services are best suited for their unique financial goals, investment objective, and time horizon. PSEC encourages clients to review its Form CRS available on the firm’s website at https://www.planmember.com/disclosures and to discuss their options and the many differences between brokerage and advisory relationships with a PSEC financial professional. In addition, PSEC offers its financial professionals one or more financial benefits based on the professional’s total assets under management held at PSEC or in PSEC’s own Program accounts, as well as financial assistance for transitioning from another firm to PSEC. The types of financial benefits that are available to PSEC financial professionals include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, and account fees; technology fees; research package fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, March 31, 2025 7-19  and other forms of financial benefits that financial professionals have the opportunity to receive from PSEC provide a financial incentive for a financial professional to select PSEC as broker/dealer for client accounts over other broker/dealers from which they may not receive similar financial benefits or to use certain PSEC Advisory programs over other programs available through PSEC. Additionally, some PSEC financial professionals own and operate locations known as PlanMember Financial Centers. These Financial Centers may be single advisor branches or may include two or more advisors. As these Financial Centers grow, their fee-based business within PSEC’s suite of PSEC Programs, PSEC’s economies of scale are shared with those Financial Centers by increasing the payout percentage to the Financial Center owner, making loans to the Financial Center owner that are forgivable when the Financial Center accumulates certain client asset levels in PSEC Programs, and accruing and paying a deferred growth participation bonus based on client assets accumulated in PSEC Programs. As the amount of the advisors’ client assets in PSEC’s programs grows above certain levels, the advisors receive more financial benefits than they would otherwise receive with fewer assets in PSEC’s programs. These increases in a financial professional or Financial Center’s revenue translate into higher payouts for reaching various PSEC AUM levels which present a conflict of interest because they provide a financial incentive for financial professionals who receive the discounts to recommend PSEC’s Programs over other available managed or wrap account programs that do not offer such discounts or higher payouts to the financial professionals. Additional Compensation through Schwab Relationship Through its clearing relationship with Schwab, PSEC is charged an asset-based fee by Schwab for all of the assets in the PSEC programs in which Schwab conducts omnibus trading. For certain mutual fund holdings within those programs, Schwab receives shareholder servicing payments from the fund companies directly. Any amount Schwab receives in the form of shareholder servicing fees from the fund in excess of a negotiated floor is paid to PSEC. While PSEC will always attempt to identify and use the lowest-expense share classes available, this scenario creates a conflict of interest as PSEC has a financial incentive to select or recommend mutual funds for its programs for which Schwab directly receives shareholder servicing fees which will result in additional revenue paid to PSEC. PSEC attempts to mitigate this conflict by disclosing it to you, by ensuring that your financial professional doesn’t benefit himself or herself from this arrangement and by ensuring that the PSEC institutional money managers are not aware of which mutual funds pay such shareholder servicing fees. Important Considerations Regarding Rollovers If you are a participant in an employer-sponsored retirement plan such as a 401(k) plan, and decide to roll assets out of the plan into a PSEC account, PSEC and your financial professional have a financial incentive to recommend that you invest those assets in a PSEC Account, because PSEC and the financial professional will be paid on those assets, for example, through commissions, fees and third party payments. You should be aware that such fees likely will be higher than those a participant pays through a plan, and there can be maintenance and other miscellaneous fees. As securities held in a retirement plan are generally not transferred directly to a PSEC Account, commissions and sales charges may be charged when liquidating such securities prior to the transfer, in addition to the commissions and sales charges previously paid on transactions in the plan. Deciding what to do with assets saved in an employer-sponsored retirement plan is one of the most important financial decisions a worker will make. For more information about distribution options, including IRA rollovers, check out the resources available to you on sec.gov, irs.gov, and dol.gov. As with any important financial decision, an individual should consider seeking professional assistance. Financial Advisors with investment expertise, as well as tax and legal advisers, can provide valuable support to individuals who want to learn more about IRA rollovers. ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS Participation in the Advisor and Strategist Programs are available to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, and other business entities. There is no minimum investment required to establish a PlanMember Advisor or PlanMember Strategist 403(b) or 457(b) account. The minimum investment required to establish a PlanMember Advisor IRA or nonqualified account is $2,000. The minimum investment required to establish a PlanMember Strategist IRA or nonqualified account is $2,000. Minimum investment requirements may be waived or reduced for group or affinity plans and individual plans on a case-by-case basis at the sole discretion of PSEC. March 31, 2025 8-19  ITEM 6. PORTFOLIO MANAGER SELECTION AND EVALUATION We are both the sponsor and portfolio manager of the PlanMember Advisor and Strategist Programs. Our maximum fee for acting as portfolio manager of the Programs is stated above, and clients will not be charged additional fees for Program participation. Refer to the Services, Fees and Compensation section of this Brochure for additional disclosures on this topic. PSEC investment professionals are solely responsible for managing the portfolios underlying the PlanMember Elite, PlanMember Advisor—Fidelity, and the PlanMember Advisor—SBL Programs. PSEC believes that its investment professionals possess the requisite skill and experience to serve in this capacity. PSEC management regularly reviews the performance of the Advisor Programs in light of their investment objective, the purpose for which they have been established, and the conditions of the relevant markets. In PSEC’s third-party strategist program, PlanMember Strategist, a third-party portfolio manager provides discretionary advisory services as a sub-advisor to PSEC. The specific advisory program selected by the client may cost the client more or less than purchasing program services separately. Factors that bear upon the cost of a particular advisory program in relation to the cost of the same services purchased separately include, but may not be limited to, the type and size of the account; the historical or expected size or number of trades for the account; the types of securities and strategies involved; the amount of fees, commissions, and other charges that apply at the account or transaction level; and the number and range of supplementary advisory and client-related services provided to the account. Comparable services for lower fees may be available from other sources. Investment Discretion As part of the advisory contract, each client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new quarterly asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds or sub-accounts utilized in each allocation; and (v) add or delete new funds/fund families, variable annuity sub-accounts, or other investment options within the mutual funds or variable annuities. Performance-Based Fees and Side-by-Side Management We do not accept performance-based fees or participate in side-by-side management. 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. Performance-based fees are based on a share of the capital gains or capital appreciation of a client's account. Our fees are calculated as described in the Services, Fees and Compensation section above, and are not charged on the basis of a share of capital gains or capital appreciation of the assets within your advisory account. Methods of Analysis, Investment Strategies and Risk of Loss PlanMember Advisor Programs The PlanMember Advisor Program includes the following products: PlanMember Elite, PlanMember Advisor-SBL and PlanMember Advisor-Fidelity (collectively referred to as the “PlanMember Advisor Programs”). All of the PlanMember Advisor Programs utilize the methods of analysis and investment strategies described below; however, the PlanMember Advisor-SBL invests exclusively in investment products, including variable annuities and mutual funds, offered by Security Benefit Life. Except for plans that have placed a restriction on the mutual funds available for the PlanMember Advisor- Fidelity program, the PlanMember Advisor—Fidelity program invests solely in mutual funds sponsored by Fidelity Investments. PSEC utilizes strategic asset allocation, i.e. a top-down approach, in the management of client portfolios. Portfolios are primarily constructed using mutual funds or sub-accounts of variable annuities, both of which are investment vehicles that provide diversification in a cost-effective manner. Within each investment program, clients can generally pick from a series of five portfolios (labeled I through V) that graduate risk from conservative to aggressive. One typically finds higher equity allocations in the more aggressive portfolios, and higher fixed-income allocations in the more conservative portfolios. The Elite ESG series of portfolios only includes portfolios that graduate in risk from moderate to aggressive (labeled III through V). March 31, 2025 9-19  In addition to PSECs managed portfolios (I-V), the program provides for a client directed decision to temporarily move from a managed portfolio into a single money market instrument. Such instructions are required to be received either in writing or on a recorded line to the PlanMember Service Center, similar to a portfolio change. PSEC’s investment process can be divided into 3 main parts: 1. Economic Framework: PSEC develops a broad, intermediate to long-term view of the global economy and financial markets. 2. Portfolio Strategy: PSEC develops its strategy for each managed portfolio. Such strategy may increase or decrease expected portfolio risk or shift into or out of investments based on their perceived attractiveness. 3. Selection and Weighting: PSEC’s investment strategy is then translated into specific mutual fund and variable annuity sub-account weightings. Adjustments to the strategy can be made depending on strengths and weaknesses of the individual mutual funds or sub-accounts being used. PSEC also implements a monitoring process to identify if and when another portfolio reallocation or rebalancing should occur. Decisions to change portfolio weightings rely on Strategic Rebalancing Events (SREs). These events can be classified into the following categories (but are not exclusive).  Changes in economic circumstances  Financial market disparities  Drift-based repositioning  Repositioning based on the characteristics of individual mutual funds or sub-accounts When constructing the PlanMember Elite ESG Portfolios, PSEC also considers ESG (Environmental, Sustainability, and Governance) factors in its selection criteria. ESG factors may include, but are not limited to, the following goals:  Lowering carbon and toxic emissions  Social impact goals, e.g. eliminating child labor practices, supporting community efforts, racial and gender diversity in the workplace  Addressing climate change through other initiatives, e.g. recycling and reducing landfill waste, water infrastructure, solar and wind energy  Ethical corporate governance, as evidenced by company policies and practices. PlanMember Strategist Program PSEC utilizes third party nonaffiliated investment advisers (“Strategists”) to design and manage model portfolios in which Client assets can be invested among various mutual funds. As opposed to directly managing the portfolios (as in the PlanMember Advisor Program), in the Strategist Program, PSEC acts as the “manager” of the Strategists in selection and due diligence of Strategists, and final approval of investment recommendations of the Strategists. The recommendations of the Strategists are reviewed and approved by the Strategist Committee, which is chaired by Steve Hanson, PlanMember FVP – Strategic and Product Development. The Strategists are appropriately registered as investment advisers and/or broker/dealers with the state or SEC and, where required, are members of FINRA. PSEC requires that the Strategists follow certain parameters in designing and managing portfolio models. The Strategists are responsible for managing the models and when a change in the model allocations is recommended, PSEC and/or the Strategist will have discretionary authority to conduct trading activity as necessary to change or rebalance the Client’s portfolio and replicate those changes linked to the model accounts. Advanced Asset Management Advisors (AAMA) When constructing portfolios, AAMA takes the following criteria into consideration: Industry and Sector value relative to historical P/E ratios Industry and Sector earnings momentum    Style and Sector relative performance March 31, 2025 10-19   Target Style and Sector weightings  Mutual fund portfolio composition  Mutual fund relative strength  Total portfolio measurements The PlanMember Strategist Program includes nine model allocations from AAMA. Three of the models include allocations to international equity funds and the other five do not. The AAMA portfolios are implemented using funds from various mutual fund companies of AAMA’s choosing. AAMA portfolios are reallocated and rebalanced in a periodic basis based on AAMA’s analysis of the factors listed above. All changes to portfolio allocations are implemented within the risk portfolio of the portfolio selected by the investor. Brinker Capital Management (Formerly CLS Investment Management) Brinker’s investment methodology revolves around risk budgeting. A “Risk Budget” is established for each account based on the Client’s risk tolerance. Historical, standard deviation and other fundamental factors that impact the risk characteristics are analyzed for each available mutual fund. The process results in portfolios designed to take advantage of more attractive opportunities for investment while maintaining risk levels established by the Client’s Risk Budget. By viewing equities and bonds on the same risk continuum, Brinker believes that they can enhance their ability to overweight favorable asset classed while keeping portfolio risk relatively constant even as the portfolio changes. Brinker portfolios are actively managed but should not be confused with market timing or other more aggressive forms of tactical asset allocation. Brinker portfolios are designed to control portfolio risk to the optimal extent possible. The PlanMember Strategist Program includes five model allocations from Brinker. The Brinker portfolios are implemented using the Brinker AdvisorOne and American Funds mutual funds. Brinker portfolios are reallocated and rebalanced periodically at the discretion of Brinker. Dimensional Fund Advisors Dimensional Fund Advisors (“DFA”) builds strategies for clients by applying a scientific, transparent, and process- driven investment approach based on rational use of current market information. DFA’s study of decades of theoretical and empirical research in asset pricing have led it to believe that 1) there are systematic differences in expected returns among securities and 2) current market prices and fundamentals contain relevant information about those differences. DFA uses information in current market prices throughout the entire investment process to identify those systematic differences and build solutions that pursue higher expected returns. Theoretical and empirical research conducted over decades has identified four dimensions of higher expected returns in the equity markets: the overall equity market, company size, relative price, and profitability. These dimensions point to systematic differences in expected returns. For any given portfolio, the higher the exposure to those dimensions, the higher the expected returns, all other things being equal. DFA’s equity funds focus on securities with higher expected returns while managing risks through broad diversification. The underlying equity funds primarily use DFA’s core equity approach to investing within the US, international developed and emerging markets. The core equity strategies are total market solutions that are designed to put greater emphasis on securities with higher expected returns. By integrating different size, relative price, and profitability stocks into one portfolio rather than separate component portfolios, this fluid structure should reduce turnover (and consequently, implementation costs) because there is no need to fully sell securities that migrate from asset class to asset class. The primary focus for fixed income funds in the DFA models is for customizing overall portfolio volatility. Portfolios with large allocations to equities can typically afford larger exposures to term and credit risk without significantly impacting the volatility of the portfolio. More risk-averse investors can reduce their equity allocations and take a more conservative approach to fixed income. Based off these conclusions, the more conservative models will have a shorter duration and higher credit quality, in aggregate, relative to the more aggressive portfolios which can afford to increase term and credit exposure without materially impacting portfolio volatility. Within the universe of appropriate bonds, the funds have flexibility to incorporate market-based information when targeting term and credit premiums in search of moderately higher expected returns. In addition, a global fixed income opportunity set can diversify term structure risk and provide opportunities to seek higher expected returns across multiple yield curves. March 31, 2025 11-19  The PlanMember Strategist Program includes five model allocations from DFA, ranging from conservative (25% equity/75% fixed-income) to aggressive (100% equity). Within the Equity category, allocations to Domestic, International Developed and Emerging Markets are determined by global market capitalization. These allocations will be reviewed by DFA on an annual basis and changed if global market capitalization changes. Any such changes will be reviewed and approved by the PlanMember Strategist Committee. ICON Advisers Focusing on valuation, relative strength and industry rotation to capture changing market themes, ICON relies on in- house research to provide portfolio solutions for financial advisers and the clients. By combining valuation and relative strength to uncover leading market themes, ICON stresses industry exposure, thereby lessening the random risk associated with selecting individual securities. ICON has been implementing its unique money management since 1986. As a disciplined, quantitative system designed to remove the emotion from investing, the ICON methodology:  Computes value-to-price ratios (V/P) utilizing the fundamentals of finance  Determines industries within market sectors that their system shows to be demonstrating leadership against the broader market  Rotates among undervalued and overvalued industries  Selects individual securities that are underpriced relative to their estimated intrinsic value  Places no restrictions on market capitalization or simplistic value/growth characteristics The PlanMember Strategist Program includes seven model allocations from ICON. The ICON portfolios are implemented using ICON mutual funds and are tactically managed based on the ICON proprietary valuation model. ICON portfolios are reallocated and rebalanced periodically at the discretion of ICON Advisers. Russell Investments Russell Investments is a pioneer in multi-manager investing and the creator of the Russell Indexes. Through decades of market cycles, Russell has honed its expertise and built an investment philosophy backed by a rich heritage consulting to some of the world’s most demanding institutional investors – many responsible for billion-dollar portfolios. The PlanMember Strategist Program includes ten model allocations from Russell – consisting of five tax-managed portfolios. The Russell portfolios are implemented using Russell mutual funds and are strategically constructed using Modern Portfolio Theory as a foundation. The allocations are not tactically changed – they are only changed when the underlying capital market assumptions are changed. PlanMember Services Corporation, an affiliate of PSEC, and Russell Financial Services, an affiliate of Russell Investments, have entered into a marketing and educational support agreement, under which PlanMember Services agrees to sponsor marketing and educational programs and operational support to enable Russell Financial Services to interact with PlanMember representatives and to provide certain informational and marketing cooperative services. As compensation for these services, Russell Financial Services pays PlanMember Services a fee equivalent to 0.05% of PlanMember client assets invested in Russell Investment Company Funds. This fee paid directly from the assets of Russell Financial Services and does not result in any additional fees being paid by PlanMember clients. This payment constitutes a conflict of interest for PlanMember Services. However, this conflict is mitigated (i) by the fact that PlanMember clients are invested in the lowest cost class of shares offered by Russell Investment Company Funds and (ii) the lack of any compensation from this fee being paid directly to PlanMember representatives that advise their clients regarding investment in Russell Investment Company Funds. Risk of Loss Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. By its nature, asset allocation looks to the long-term. After the client's short-term cash needs and emergency fund is evaluated, investment and insurance strategies are designed to help the client achieve his or her financial goals. March 31, 2025 12-19  While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for the client will result in the client’s goals being met, nor is there any guarantee of profit or protection from loss. For those investments sold by prospectus, clients should read the prospectus in full. PSEC is disclosing those risks and opportunities for our investment strategy or for particular types of securities used. High yield, high risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment.  The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate,  inflation and credit risks associated with the underlying bond holdings. Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus.  Small cap and Mid-cap investments may have additional risk, including greater price volatility.  Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high‐quality, short‐term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible.  There may be tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families’ prospectus.  While diversification through an asset allocation strategy is a useful technique that can help to manage overall  portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss. Investment portfolio rebalancing is subject to market risk primarily that the value of redeemed and purchased shares may vary during the rebalancing process, resulting in gains or losses to your account. There are certain risks that apply to ESG portfolios. The ESG investment criteria used by ESG portfolios limit the availability of investment criteria. Investing with a focus on ESG factors could result in investment in companies, industries, or sectors that are out of favor with the market. As a result, it is likely that the investment performance of an ESG portfolio will be different from a non-ESG portfolio with the same investment objective and policies; the investment performance of an ESG portfolio may be less favorable than that of a similar non-ESG portfolio. Due to the lack of a consensus regarding applicable ESG factors, it is possible that the ESG goals of an investor may not be the same as those of the ESG portfolio manager, and the ESG portfolio may not reflect the investor’s goals. Regulatory determinations regarding the application of ESG factors could have an adverse effect on an ESG fund’s ability to invest in accordance with its investment objective or policies or could have an effect on the ability of certain classes of investors to invest in ESG funds. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Recommendation of Particular Types of Securities The PlanMember Advisor and Strategist Program portfolios are invested exclusively in shares of no-load mutual funds, with the exception of PlanMember Advisor—SBL, which also invests in variable annuities offered by Security Benefit Life. Voting Client Securities PSEC has adopted proxy voting policies and procedures. Under these policies, PSEC’s general policy is to promote the alignment of the interests of corporate management with the interests of its shareholders, to improve the accountability of corporate management to its shareholders, to reward good performance by management, and to approve proposals that Adviser believes will result in financial rewards for its clients. Clients may obtain a copy of the voting policies upon request. March 31, 2025 13-19  The proxy voting policies and procedures have been designed so that proxies are voted in the best interests of PSEC’s clients and to resolve potential conflicts of interest. PSEC votes shares in a manner consistent with the voting policies and without regard to any other relationship, business or otherwise, that PSEC may have with companies in which PSEC invests client assets. If clients would like to obtain information about how their securities have been voted or about how they can direct their votes in a particular matter, they should contact PlanMember Securities at the address on the cover of this brochure. ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS Your PSEC Professional obtains the necessary financial data from you and assists you in determining your risk tolerance and other factors that will assist you in selecting the proper portfolio. Your PSEC Professional obtains this information by having you complete a Risk Tolerance Questionnaire. In quarterly communications, PSEC asks you to contact your PSEC Professional if there have been any changes in your financial situation or investment objectives or if you wish to impose any reasonable restrictions on the management of your account or reasonably modify existing restrictions. You should be aware that the investment objective selected for the Program is an overall objective for the entire account and may be inconsistent with a particular holding and the account’s performance at any time. You should further be aware that achievement of the stated investment objective is a long-term goal for the account. The portfolio managers of the PlanMember Advisor and Strategist Programs do not receive information regarding individual clients. The portfolios underlying these programs have been structured to provide an efficient investment opportunity for a broad range of clients, grouped by similar risk tolerance and investment objective. Privacy Policy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact Sean Haley, Chief Compliance Officer, at 805-684-1199 if you have any questions regarding this policy. March 31, 2025 14-19  ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS PSEC does not place any restrictions on your ability to contact and consult with your PSEC Professional. ITEM 9. ADDITIONAL INFORMATION Disciplinary Information 2010. NASD Rules 2110, 3010 - PSEC outsourced its mutual fund breakpoint determinations to a third party vendor. Due to a software programming error, PSEC’s vendor failed to take certain B shares into consideration when determining PSEC’s customers’ breakpoints. As a result, some of PSEC’s customers (39 accounts) were overcharged for their mutual fund purchases. During this period, PSEC did not have in place a system or procedures for supervising the vendor’s breakpoint determinations. PSEC’s decision to outsource breakpoint determinations to a third party did not relieve PSEC of its ultimate responsibility for the outsourced activity. During the relevant period, PSEC failed to have in place adequate policies and procedures to monitor the outside vendor’s compliance with the terms of its agreement with PSEC, and to assess the outside vendor’s continued fitness and ability to perform the outside activities. PSEC failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PlanMember Securities Corporation consented to the described sanctions and to the entry of finding; therefore, it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board regulations. Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207 – During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010. During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives’ business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent (“AWC”) to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. Other Financial Industry Activities and Affiliations PSEC is not, but some PSEC Professionals are licensed as securities salespersons (“Registered Representatives”) and insurance agents and are in the business of selling securities and insurance products. PSEC Professionals are associated with PlanMember Securities Corporation (“PSEC”), a dually registered investment adviser and securities broker/dealer, as Registered Representatives or Investment Adviser Representatives. PSEC is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority (“FINRA”). PSEC is a wholly owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the March 31, 2025 15-19  design and sale of investment products. We may recommend securities, asset management, or insurance products. If you purchase these products through us, we will receive the normal commissions or fees. Thus, a conflict exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products through PSEC. PSEC Professionals are licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended. If you purchase these products through us, we receive the normal commissions. Thus, a conflict of interest exists between our interests and those of our advisory clients. You are under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. For certain Turn-key Asset Management Programs (“TAMPs”) accounts, PSEC is acting as a Promotors or referral agent on behalf of the TAMP and may act as a point of contact between you and the TAMP. In other cases, PSEC may act as an investment adviser and sub-advise on the account along with the TAMP. PSEC enters into agreements with TAMPs to whom PSEC refers Customers, pursuant to which PSEC may provide (i) marketing services on behalf of the third-party investment advisers to PSEC representatives or (ii) data technology services to integrate third party investment adviser account data on PSEC’s technology systems. For TAMPs, clients pay an advisory fee as set out in the client agreement with the TAMP sponsor. The fee is typically negotiated among the TAMP sponsor, the financial professional nd the client. The TAMP sponsor may establish a fee schedule or set a minimum and/or maximum fee. The TAMP fee schedule will be set out in the Disclosure Brochure provided by the TAMP sponsor. The advisory fee typically is based on the value of assets under management as valued by the custodian of the assets for the account and will vary by program. The advisory fee is often paid to the TAMP sponsor, who in turn pays a portion to PSEC. The maximum fee typically paid to PSEC is 2%, but may be higher or lower in certain circumstances, of which PSEC shares between 90% and 100% of the portion of the fee with the financial professional based on the agreement between PSEC and the financial professional. The TAMP Brochure or client agreement will explain how clients can obtain a refund of any pre-paid fees if the agreement is terminated before the end of a billing period. There are other fees and charges imposed by third parties (i.e. Custodian) that apply to investments in TAMPs. These fees and charges will be outlined in the TAMP sponsors’ respective ADV Disclosure Brochure and the agreement executed by the client at the time the account is opened. PSEC is affiliated by common ownership with PlanMember Services Corporation (“PSC”), a pension administration and recordkeeping company, which is registered with the SEC as a transfer agent. PSC will perform client level recordkeeping and plan administration for PSEC clients enrolled in the PlanMember Advisor and PlanMember Preference and PlanMember Rep-Directed Programs and may receive fees for such services from the Fund Companies. PSEC is a wholly owned subsidiary of PlanMember Financial Corporation (“PFC”). More than 25% of a voting class of securities of PFC is owned by a subsidiary of Equitable Distribution Holdings, Inc. (“EQH”). PSEC offers various products, including variable annuities and mutual funds, which are sponsored by affiliates of EQH. This relationship represents a conflict of interest, in that PSEC and PSEC Professionals are inclined to invest client assets in EQH-affiliated products. PSEC and EQH have attempted to mitigate this conflict by ensuring that neither PSEC nor PSEC Professionals receive any direct or indirect monetary incentive to make such investments. The decision to invest or retain client assets in EQH- affiliated products is made by PSEC investment professionals based on objective quantitative and qualitative processes dependent upon due diligence investigation and monitoring of the products and their investment performance. Fiduciary Duty with Respect to Retirement Plan Accounts and IRAs When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our employees and PSEC Professionals. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Advisors are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that March 31, 2025 16-19  certain persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting Sean Haley at (805) 684-1199. Review of Accounts Client accounts are monitored on a continuous basis, with a formal review conducted at least annually by the PSEC Professional assigned to your account. The custodian holding your funds and securities (or its designated agent) will send you a confirmation of every securities transaction in your account(s), and a brokerage statement at least quarterly. Our firm will provide reports to you on an as- needed basis. Such reports may include information about accounts that are not directly managed by our firm. Client Referrals and Other Compensation We directly compensate non-employee (outside) consultants, individuals, and/or entities (Promotors formerly known as Solicitors) for client referrals. In order to receive a cash referral fee from our Firm, Promotors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our Firm by a Promotor, you should have received a copy of this Disclosure Brochure along with the Promotor's Disclosure Statement (formerly known as a Solicitors Disclosure Statement) at the time of the referral. If you become a client, the Promotor that referred you to our Firm will receive either a percentage of the advisory fee you pay our Firm for as long as you are a client with our Firm (or until such time as our agreement with the Promotor expires) or a one-time, flat referral fee upon your signing an advisory agreement with our Firm. You will not pay additional fees because of this referral arrangement. Referral fees paid to a Promotor are contingent upon your entering into an advisory agreement with our Firm. Therefore, a Promotor has a financial incentive to recommend our Firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our Firm for advisory services. Comparable services and/or lower fees may be available through other firms. Promotors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our Promotors disclose to you whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the Promotors 's compensation is less favorable. PSEC distributes investment products through independent financial professionals who are Registered Representatives of our broker-dealer, Investment Adviser Representatives affiliated with our Registered Investment Adviser, or both. Many of these financial professionals are affiliated with a PlanMember Financial Center—a group of financial professionals who work together under the guidance of a Financial Center principal. Financial Centers and financial professionals associated with Financial Centers receive sales and marketing support from us in the form of access to our business development and marketing staffs. Our financial professionals offer investments that are part of the PlanMember Services Program, as well as a broad range of other investments that are not part of the Program. The PlanMember Services Program includes PSEC-managed investment advisory programs, mutual funds and annuities that have been selected based on our assessment of our clients’ general investment needs and the ability to consolidate these investments into our service model. For investments that are part of the Program, we provide clients with consolidated account statements, access to the PlanMember Center, web and mobile app account access and ongoing financial education and communications. The intent of the PlanMember Services Program is to provide our clients a “one-stop shop” for their investment needs. As described in the Fees and Costs section, we charge additional fees for certain investments included in the PlanMember Services Program. As described below, we also receive additional revenue from some of the mutual fund and insurance companies included in the program. Additionally, some of the incentives that we provide to our investment professionals or Financial Center principals are based on PlanMember Program asset levels. While the PlanMember Services Program includes a broad array of investments, our financial professionals are not limited to selling investments that are part of the Program. We have identified certain conflicts of interest (“conflicts” or “COIs”) that relate to the recommendations we and our March 31, 2025 17-19  financial professionals make. A conflict arises when an interest (such as an economic benefit) might incline us or a financial professional, consciously or unconsciously, to make a recommendation that is not disinterested. Some of these conflicts exist between retail customers and both our firm and our financial professionals, while others exist primarily between retail customers and our firm or between retail customers and our financial professionals. The section below discloses material facts relating to these conflicts so that you are able to make an informed decision regarding any recommendation a financial professional provides you. The manner in which we are paid varies based on the types of services we provide. For our broker-dealer services, we are paid each time you make a new investment or trade in your self-clearing account, brokerage account or directly-held account. For our investment advisory services, we are paid based on a percentage of the assets in your advisory account (an “advisory fee”). The different methods of payment create an incentive for us or our financial professionals to recommend one type of product or service over another depending on how we prefer to be paid. The amount of commissions, fees, transaction-based payments, ongoing payments, and other forms of compensation we share with financial professionals is dictated by a compensation grid. Additionally, your financial professional’s payout percentage can be adjusted periodically depending on your financial professional’s total sales and overall performance. Our financial professionals are also eligible to receive cash compensation and/or non-cash compensation based on the revenue he/she generates from sales of PlanMember Services Program accounts. Cash compensation is conveyed through back-end bonuses, higher contractual payout percentages, and payment in the form of forgivable loans. Non-cash compensation includes, but is not limited to, eligibility for practice management/service support, free or reduced-cost marketing materials, and reimbursement or credits of fees that financial professionals pay to PSEC for items such as administrative services or technology. This provides an incentive for your financial professional to recommend PlanMember Services Program products over other products for which we do not provide such additional compensation. Financial Center principals are eligible to receive Growth Participation Payments. Growth Participation Payments are tiered payments based on incremental growth in PlanMember Program AUM and result in increased compensation of 1 to 5 basis points paid on incremental Financial Center PlanMember Program AUM. This payment structure incentivizes financial professionals to promote PlanMember Programs over other programs or investment products. Certain product sponsors or their affiliates also make payments to us to cover the costs associated with certain educational conferences or training seminars we host for our financial professionals. These payments are typically for fixed amounts and are not tied to total sales or customer assets. Even so, these payments incentivize us to sell you or recommend you hold investments issued by issuers that make these payments rather than investments of issuers that do not make these payments or make comparatively lower payments. A list of mutual fund product sponsors from whom we receive such compensation is available at planmember.com/disclosures. In all cases, such marketing allowances or other compensation will be paid to PSEC from the Program Sponsor’s own resources and not from client funds or assets. For PSEC Strategist accounts, a portion of the Advisory Fee retained by PSEC may be shared with the Strategist. Because we share a portion of our advisory fee with some strategists and not others, this provides us an incentive to recommend strategists with whom we do not share fees. The compensation for your financial professional is not affected by whether or not we share fees with the Strategist. The Strategist that we pay a portion of our advisory fee to are Advanced Asset Management Advisors, Brinker Capital and ICON Advisers. Financial Information We do not receive fees of more than $500 six months or more in advance, thus we are not required to provide financial information to our clients. We do not have any financial condition that is reasonably likely to impair our ability to meet our contracted commitment to any client. Trade Errors March 31, 2025 18-19  In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. Class Action Lawsuits From time to time, securities held in your accounts may be the subject of class action lawsuits. Without exception, we have no obligation to determine if securities held by you are subject to a pending or resolved class action lawsuit. We also have no duty to evaluate your eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, we have no obligation or responsibility to initiate litigation to recover damages on your behalf if you may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held in your account. Refer to the Part(s) 2B for background information about management personnel and those giving advice on behalf of our firm. © 2022 PlanMember Securities Corporation ADV2A2EliteStrat0122 March 31, 2025 19-19 

PlanMember Securities Corporation Investment Adviser Brochure (Form ADV Part 2A) for Retirement & Investment Programs March 31, 2025 6187 Carpinteria Ave Carpinteria CA 93013 800.874.6910 www.planmember.com This brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. If you have any questions about the contents of this brochure, please contact us at 800.223.7608 or 800.874.6910. 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 our firm is available on the SEC’s website at: www.adviserinfo.sec.gov The terms “Registered” and “Registered Investment Advisor” do not imply a certain level of skill or training.  Material Changes PlanMember Securities Corporation (“PlanMember”) maintains separate Brochures that describe specific programs with similar traits. This Brochure will address PlanMember’s Retirement & Investment Program (the “Program”), through which it acts as a fiduciary for retirement plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), pursuant to Section 3(38) of ERISA, or as an investment adviser for plans not subject to ERISA. There are no material changes in this brochure since March 30, 2024. March 31, 2025 2-10  Table of Contents Material Changes ............................................................................................................................................................... 2 Table of Contents ............................................................................................................................................................... 3 Advisory Business ............................................................................................................................................................. 3 Advisory Firm .................................................................................................................................................................... 3 Advisory Services ............................................................................................................................................................. 4 Fees and Compensation .................................................................................................................................................. 4 Performance-Based Fees and Side-By-Side Management ..................................................................................... 4 Types of Clients .................................................................................................................................................................. 4 Account Requirements .................................................................................................................................................... 4 Methods of Analysis, Investment Strategies and Risk of Loss ............................................................................. 5 Risk of Loss ....................................................................................................................................................................... 6 Disciplinary Information ................................................................................................................................................... 7 Other Financial Industry Activities and Affiliations .................................................................................................. 7 Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ................................ 8 Code of Ethics ................................................................................................................................................................... 8 Personal Trading .............................................................................................................................................................. 8 Brokerage Practices .......................................................................................................................................................... 8 Soft Dollar Practices ......................................................................................................................................................... 8 Review of Accounts ........................................................................................................................................................... 9 Client Referrals and Other Compensation .................................................................................................................. 9 Referral Fees Paid ........................................................................................................................................................... 9 Investment Discretion ....................................................................................................................................................... 9 Voting of Client Securities ............................................................................................................................................... 9 Privacy Policy ..................................................................................................................................................................... 9 Financial Information ...................................................................................................................................................... 10 Advisory Business Advisory Firm PlanMember Securities Corporation “PlanMember”, “we,” “our,” and/or “us”) is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PlanMember has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PlanMember and has been in the financial services industry since 1980. PlanMember is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. March 31, 2025 3-10  As used is this Brochure, “Your PlanMember Professional” or “Financial Professional” refers to the PlanMember financial professional who is responsible for your account. The terms “you,” “your,” and/or “client” refer to you as either a current or prospective client of PlanMember. As used in this Brochure, the term “Associated Person” may refer to any or all of the following: PlanMember officers, employees, and/or any individuals providing investment advice on behalf of PlanMember. Advisory Services Under the Program, PlanMember primarily provides two distinct advisory services: first, it assists an employer (or a group of employers) (“Plan Sponsor”) with the selection of investment options for retirement plans (“Plans”); and, second, it makes available the PlanMember Asset Allocation Portfolios (the “Portfolios”) as an investment option for the Plans. In its first role, PlanMember drafts a comprehensive investment policy statement for the Plan, selects and monitor investment options available under the plan, provides periodic investment due diligence reports to the Plan Sponsor, and from time to time adds, removes, or replaces investment options available under the Plan. With respect to Plans that are subject to ERISA, PlanMember performs these services in its capacity as a fiduciary under Section 3(38) of ERISA, unless otherwise agreed upon by PlanMember and the Plan Sponsor; with respect to plans that are not subject to ERISA, PlanMember performs these services in its capacity as a registered investment adviser under the Investment Advisers Act of 1940, as amended. In its second role, PlanMember will make available the Portfolios as an investment option for the Plan. The Portfolios are a series of professionally managed, risk-based investment portfolios with investment objectives ranging from stability of principal and inflation protection to maximum long-term growth. PlanMember selects and monitors the investments utilized within each Portfolio, monitors each Portfolio to ensure that its allocation is consistent with its stated investment, and, at its discretion, periodically reallocates and/or rebalances the Portfolios based on its evaluation economic and financial market factors. Each Portfolio is comprised of multiple mutual funds, but it is “unitized” to appear as a single investment option for the ease of Plan participants. PlanMember performs these services in its capacity as a registered investment adviser under the Investment Advisers Act of 1940, as amended. In addition to these advisory services, PlanMember will also provide education and support services to both Plan Sponsors and the participants in the Plans. These services include providing Plan Sponsors with updates on legislative and regulatory changes that may impact the plans and updates on trends in the retirement plan marketplace, as well as changes in contribution limits. For Plan participants, PlanMember will provide access to the PlanMember Service Center (a call center for individual clients), perform seminars on relevant retirement subjects, develop personalized retirement planning services, and provide separation from services counseling for participants who are leaving their employer. In addition, PlanMember will provide ongoing financial wellness education to participants. Fees and Compensation PlanMember charges fees of up to 0.50% annually of assets invested in the Plan for investment fiduciary services. Fees for each plan are disclosed in the services agreement between PlanMember and the Plan Sponsor. For its investment management services with respect to the Portfolios, PlanMember charges an annual fee of up to 0.50% of assets invested in the Portfolios. This fee is paid only by participants who select one of the Portfolios. This fee includes a portfolio unitization fee of 0.025% paid to Matrix Trust Company. In certain cases, PlanMember will, out of the revenue it receives for its investment advisory services, pay a Financial Professional a fee for participant education and support services. In other cases, a separate fee will be charged for the services provided by the Financial Professional. Performance-Based Fees and Side-By-Side Management This item is not applicable because PlanMember does not charge performance-based fees. Types of Clients PlanMember provides advisory services to individuals, pension and profit sharing plans and other ERISA accounts, trusts, estates, and business entities. Account Requirements March 31, 2025 4-10  There is no minimum investment required to establish a Program plan account. There is also no investment minimum with respect to participant accounts. Methods of Analysis, Investment Strategies and Risk of Loss Selection of Plan Investment Options PlanMember seeks to provide a diversified universe of investment options for each Plan, selected by the investment staff at PlanMember. Each investment option is selected for factors that are expected to produce either reasonable growth or preservation of capital, or the combination of both of these objectives. When adding an investment option, or replacing a deleted investment option, the following criteria are considered:  Attractiveness of asset class  Favorable historical relative investment performance and/or attractive risk characteristics  Diversification among fixed-income or equity style classes  For fixed-income funds, diversification among issuer type/rating, yield/spread, and/or time to maturity and duration  For equity funds, diversification among market capitalization, investment style, and/or sector  Specific client requests, if any The ongoing due diligence of investment options in the program includes the following:  Attendance at conferences and meetings sponsored by the investment companies, at which investment strategists, economists, portfolio managers and analysts discuss company events and investment strategy  Participation in teleconference calls with investment managers  Review of prospectuses, annual and semi-annual reports, press releases and other relevant information provided by the investment companies as needed  Review of external sources of investment option evaluation, such as Morningstar  Analysis of investment characteristics  Analysis of investment performance, including preparation and analysis of fund comparisons  Analysis of investment risk characteristics, including correlation between funds Active management of the Plan investment options may occasionally require removal of a specific investment option. Investment options may be removed for one or more of the following reasons: Investment option closure  Unsatisfactory investment performance, either absolute or relative  Change in investment objective  Change in structure  Change in portfolio manager or management team  Portfolio assets or structure are not in agreement with the objectives of the investment option  Replacement in favor of another investment option with similar investment objective   Removal of an asset class, based on top-down analysis Changes to the investment options may be made at any time. The PlanMember Investment department will communicate any recommended changes to the Plan Sponsor prior to the deletion of any fund(s). PlanMember Asset Allocation Portfolios For the PlanMember Asset Allocation Portfolios (the “Portfolios”), PlanMember utilizes strategic asset allocation, i.e. a top- down approach, in the management of Portfolios. Portfolios are primarily constructed using mutual funds, which are an investment vehicle that provides diversification in a cost-effective manner. Within each plan, clients can generally pick from a series of five portfolios (labeled I through V) that graduate risk from conservative to aggressive. One typically finds higher equity allocations in the more aggressive portfolios, and higher fixed-income allocations in the more conservative portfolios. March 31, 2025 5-10  PlanMember’s investment process can be divided into 3 main parts: 1. Economic Framework: PlanMember develops a broad, intermediate to long-term view of the global economy and financial markets. 2. Portfolio Strategy: PlanMember develops its strategy for each managed portfolio. Such strategy may increase or decrease expected portfolio risk or shift into or out of investments based on their perceived attractiveness. 3. Mutual Fund Selection and Weighting: PlanMember’s investment strategy is then translated into specific mutual fund weightings. Adjustments to the strategy can be made depending on strengths and weaknesses of the individual mutual funds being used. PlanMember also implements a monitoring process to identify if and when another portfolio reallocation or rebalancing should occur. Decisions to change portfolio weightings rely on Strategic Rebalancing Events (SREs). These events can be classified into the following categories (but are not exclusive).  Changes in economic circumstances  Financial market disparities  Drift-based repositioning  Repositioning based on the characteristics of individual mutual funds Risk of Loss Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. By its nature, asset allocation looks to the long-term. Selection of investment options and management of the Portfolios are intended to provide for the growth and security of retirement savings. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for the plan will result in the participants’ goals being met, nor is there any guarantee of profit or protection from loss. PlanMember is disclosing those risks and opportunities for our investment strategy or for particular types of securities used.  High yield, high risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment.  The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate, inflation and credit risks associated with the underlying bond holdings.  Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus.  Small cap and Mid-cap investments may have additional risk, including greater price volatility.  Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high‐quality, short‐term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible.  There may be tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families’ prospectus.  While diversification through an asset allocation strategy is a useful technique that can help to manage overall portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss.  Investment portfolio rebalancing is subject to market risk primarily that the value of redeemed and purchased shares may vary during the rebalancing process, resulting in gains or losses to your account. March 31, 2025 6-10  Disciplinary Information An investment advisor must disclose material facts about any legal or disciplinary event that is material to a client’s evaluation of the advisory business or of the integrity of its management personnel. 2010. NASD Rules 2110, 3010-PlanMember outsourced its mutual fund breakpoint determinations to a third party vendor. Due to software programming error PlanMember’s vendor failed to take certain B shares into consideration when determining PlanMember’s customers’ breakpoints. As a result, the Firm’s customers (39 accounts) were overcharged for their mutual fund purchases. During this period, the firm did not have in place a system or procedures for supervising the vendor’s breakpoint determinations. The Firm’s decision to outsource breakpoint determinations to a third party did not relieve the Firm of its ultimate responsibility for the outsourced activity. During the relevant period, PlanMember failed to have in place adequate policies and procedures to monitor the outside vendor’s compliance with the terms of its agreement with the Firm, and to assess the outside vendor’s continued fitness and ability to perform the outside activities. The Firm failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PlanMember Securities Corporation consented to the described sanctions and to the entry of the findings; therefore, it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board regulations. Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207. During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010. During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives’ business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent (“AWC”) to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. Other Financial Industry Activities and Affiliations PlanMember is not, but Investment Advisor Representatives and Registered Representatives of the firm are licensed as securities salespersons (“Registered Representatives”) and insurance agents and are in the business of selling securities and insurance products. The sale of these products account for approximately 50% of time allocated. Investment Advisor Representatives of PlanMember are associated with PlanMember Securities Corporation, a dual registrant, as Registered Representatives. PlanMember is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority. PlanMember is a wholly owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the design and sale of investment products. We may recommend securities, asset management, or insurance products. If clients purchase these products through us, we will receive the normal fees. Thus, a conflict may exist between our interests and those of advisory clients. The client is under no obligation to purchase products recommended, or to purchase products either through PlanMember. Investment Advisor Representatives and Registered Representatives of the firm may be licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended. If clients purchase these products through us, we receive the normal compensation. Thus a conflict of interest may exist March 31, 2025 7-10  between our interests and those of advisory clients. The client is under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. PlanMember may exercise agreements with other Registered Investment Advisors and recommend other Advisors to clients. In such instances, PlanMember may receive a portion of the account fee or commissions. In these instances, we will make available to the client a “Compensation Disclosure Statement” and the Investment Advisor Brochure for the other Advisor. The client is under no obligation to use the services of the other Advisor(s) recommended. PlanMember is affiliated by common ownership with PlanMember Services Corporation (“PSC”), a pension administration and recordkeeping company, registered with the SEC as a transfer agent. PSC will perform client level recordkeeping and plan administration for PlanMember clients enrolled in the PlanMember Advisor and PlanMember Preference Programs and may receive fees for such services from the Fund Companies. Fiduciary Duty with Respect to Retirement Plan Accounts and IRAs When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics PlanMember maintains a Code of Ethics. The Code of Ethics sets forth standards of conduct expected of advisory personnel; requires compliance with federal securities laws; and, addresses conflicts that arise from personal trading by advisory personnel. Personal Trading At times PlanMember and/or its IA Reps may take positions in the same securities as clients, and we will try to avoid conflicts with clients. The firm and its IA Reps will generally be “last in” and “last out” for the trading day when trading occurs in close proximity to client trades. We will not violate our fiduciary responsibilities to our clients. Scalping (trading shortly ahead of clients) is prohibited. Should a conflict occur because of materiality (i.e. a thinly traded stock), disclosure will be made to the client(s) at the time of trading. Incidental trading not deemed to be a conflict (i.e. a purchase or sale which is minimal in relation to the total outstanding value, and as such would have negligible effect on the market price), would not be disclosed at the time of trading. Brokerage Practices Selection or Recommendation of Broker/Dealers Because the principal and IA Reps of PlanMember are also registered representatives, if clients freely choose to implement advice through us, the broker/dealer is one in the same. PlanMember performs "due diligence" on mutual funds, limited partnerships, and insurance products. Only those investments that meet firm requirements will be on the PlanMember "approved product list" and be offered for sale to clients. Soft Dollar Practices PlanMember may receive compensation from a brokerage firm in the form of products or services (“soft dollars”). When a firm uses client brokerage commissions to obtain soft dollars, the firm receives a benefit by not having to produce or pay for such items. A firm may have an incentive to select or recommend a broker/dealer based on soft dollars received, rather than best execution for the client. PlanMember understands its duty for best execution and considers all factors in making recommendations to clients. These research services may be useful in servicing all PlanMember clients and may not be used in connection with any March 31, 2025 8-10  particular account that may have paid compensation to the firm providing such services. While PlanMember may not always obtain the lowest commission rate, PlanMember believes the rate is reasonable in relation to the value of the brokerage services provided. Review of Accounts On a daily basis, PlanMember monitors market conditions as well as significant developments related to the general economy. Plan sponsors and participants will also receive normal and customary brokerage or custodial statements from the custodians at which their assets are held. These brokerage or custodial statements are typically generated monthly whenever there is activity in the account or at least quarterly. Participants will be contacted in writing and/or via telephone on an annual basis to determine whether there have been any material changes to their financial situation or investment objectives that may affect their asset allocation recommendation. Any clients who feel they may have such a change will be directed to consult with PlanMember. It is the client's responsibility to notify PlanMember at any time there are changes. Client Referrals and Other Compensation Referral Fees Paid Typically, PlanMember does not pay for client referrals with respect to the plans, although PlanMember may do so with respect to other clients in other Programs. All promotors’ agreements comply with the Investment Advisers Act of 1940 and the SEC Marketing Rule of 2022. In addition, all applicable federal and state laws will also be observed. All clients procured by promotors will be given full written disclosures describing the terms and fee arrangements between the advisor and the promotors prior to or at the time of entering into the advisory agreement. Custody For Program clients, PlanMember does not deduct its own fees or otherwise have custody of any Plan funds or assets. Rather, the Plan sponsor generally authorizes the Plan custodian to automatically deduct Adviser’s fees from the Plan. Clients receive normal and customary custodial account statements at least quarterly, which detail the amount of advisory fees debited from an account. Clients are strongly encouraged to review all statements carefully and compare them accordingly. Clients, not account custodians, are responsible for verifying the accuracy of all fees. Investment Discretion Unless otherwise agreed upon between PlanMember and the plan sponsor, PlanMember provides discretionary investment management services under ERISA Section 3(38). This authority includes the responsibility to select the investment fund options available under the ERISA Plan. In addition, in providing non-discretionary investment advisory services to Plan clients, the investment options recommended by PlanMember may include managed portfolios developed by PlanMember. If the Plan client selects those managed portfolios, PlanMember has full discretionary authority over investment management of the Plan assets invested in the PlanMember-managed portfolios including, but not limited to, determination of the asset class allocations and selection of the underlying investments for each portfolio, adjustment of the asset class allocations, and the addition, removal or modification of the underlying investments. Voting of Client Securities PlanMember does not have any authority to and does not vote proxies on behalf of plan sponsors. Plan sponsors retain the responsibility for receiving proxy materials and voting proxies for any and all securities maintained in client portfolios. Privacy Policy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. March 31, 2025 9-10  We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact Sean Haley, Chief Compliance Officer, at 805-684-1199 if you have any questions regarding this policy. Financial Information Investment advisors who have discretionary authority or custody of client funds or securities are required to disclose any financial condition that is reasonably likely to impair its ability to meet its contractual obligations to clients. PlanMember has no such conditions to disclose. ©2022 PlanMember Securities Corporation ADV2APRS0122 March 31, 2025 10-10 

PlanMember Securities Corporation Investment Adviser Brochure (Form ADV Part 2A) for the OPTIFUNDTM Investment Program March 31, 2025 6187 Carpinteria Ave Carpinteria CA 93013 800.874.6910 www.planmember.com This brochure provides information about the qualifications and business practices of PlanMember Securities Corporation. If you have any questions about the contents of this brochure, please contact us at 800.223.7608 or 800.874.6910. 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 our firm is available on the SEC’s website at: www.adviserinfo.sec.gov The terms “Registered” and “Registered Investment Advisor” do not imply a certain level of skill or training.  Material Changes PlanMember Securities Corporation (“PSEC” or “PlanMember”) has elected to create separate Brochures that describe specific programs with similar traits. This Brochure has been developed to address the OPTIFUND Investment Program mutual fund asset allocation program. There are no material changes in this brochure since March 2024. March 31, 2025 2- 13  Table of Contents Material Changes ............................................................................................................................................................... 2 Table of Contents ............................................................................................................................................................... 3 Advisory Business ............................................................................................................................................................. 4 Advisory Firm .................................................................................................................................................................... 4 Advisory Services ............................................................................................................................................................. 4 Fees and Compensation .................................................................................................................................................. 5 Performance-Based Fees and Side-By-Side Management ..................................................................................... 7 Types of Clients .................................................................................................................................................................. 7 Account Requirements ................................................................................................................................................. 7 Methods of Analysis, Investment Strategies and Risk of Loss ............................................................................. 7 Risk of Loss ....................................................................................................................................................................... 7 Disciplinary Information ................................................................................................................................................... 8 Other Financial Industry Activities and Affiliations .................................................................................................. 9 Fiduciary Duty with Respect to Retirement Plan Accounts and IRAs ................................................................. 9 Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading .............................. 10 Code of Ethics ................................................................................................................................................................. 10 Personal Trading ............................................................................................................................................................ 10 Brokerage Practices ........................................................................................................................................................ 10 Soft Dollar Practices ....................................................................................................................................................... 10 Review of Accounts ......................................................................................................................................................... 10 Client Referrals and Other Compensation ................................................................................................................ 10 Referral Fees Paid ......................................................................................................................................................... 11 Custody............................................................................................................................................................................... 12 Investment Discretion ..................................................................................................................................................... 12 Voting of Client Securities ............................................................................................................................................. 12 Privacy Policy ................................................................................................................................................................... 13 Financial Information ...................................................................................................................................................... 13 March 31, 2025 3- 13  Advisory Business Advisory Firm PlanMember Securities Corporation (“PSEC,” “we,” “our,” and/or “us”) is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an investment adviser. PSEC has been providing investment advisory services since 1994. Jon M. Ziehl is the founder and President of PSEC and has been in the financial services industry since 1980. PSEC is a direct subsidiary of PlanMember Financial Corporation. More than 25% of a voting class of securities of PlanMember Financial are held by Mr. Ziehl and, indirectly, by Equitable Distribution Holdings. Equitable Distribution Holdings is a member of the Equitable. As used is this Brochure, “Your PSEC Professional” or “Professional” refers to the PSEC financial professional who is responsible for your account. The terms “you,” “your,” and/or “client” refer to you as either a current or prospective client of PSEC. As used in this Brochure, the term “Associated Person” may refer to any or all of the following: PSEC officers, employees, and/or any individuals providing investment advice on behalf of PSEC. Advisory Services Our brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available for you to research firms and financial professionals at investor.gov/crs, which also provides educational materials about broker-dealers, investment advisers, and investing. Depending on your needs and your investment objectives, the Firm may assist you with brokerage services, investment advisory services, or both. There are important differences between brokerage and advisory services, including their costs, the services we provide, and the rules that govern them. You should carefully consider these differences when deciding which type, or combination of types, of services and accounts are right for you. Information regarding the differences between our brokerage and advisory services is also included in our Client Relationship Summary disclosure (Form CRS), which is available at planmember.com/disclosures. In addition to the advisory programs and services described in this Brochure, PSEC also offers other advisory programs and services, which are described in separate Forms ADV, Part 2As. Detailed discussions of each of the advisory programs and services provided by PSEC, are available on our website at planmember.com/disclosures. When you choose to purchase products and services through PSEC and work with a PSEC financial professional, you have the option of investing through a transaction-based account, such as a brokerage account, a fee-based investment advisory program, or both. It is important to understand the services you can expect to receive, and the costs associated with each of these different types of accounts and relationship with PSEC and your PSEC financial professional. Additional information on the types of accounts PSEC offers and the costs associated with each are available on our website at planmember.com/disclosures. The advisory services described in this brochure apply to the OPTIFUND Investment Program. This Program is marketed primarily to participants in individual retirement plans, such as 403(b)(7) accounts and IRAs (“Clients”). Other advisory programs and services are described in separate Investment Advisor Brochures, which are available upon request. Services are based on the individual needs of the Client. An initial interview and data gathering questionnaire is undertaken to determine the Client's financial situation and investment objectives, and to give the Client the opportunity to impose reasonable restrictions on the management of the account. The Client will retain rights of ownership of all securities and funds in the account to the same extent as if the Client held the securities and funds outside the program. For the OPTIFUND Investment Program, PSEC constructs a series of asset allocation portfolios with varying risk profiles that are invested in mutual funds. The OPTIFUND Investment Program employs a variety of investment strategies, which are described in the section of this Brochure captioned “Methods of Analysis, Investment Strategies and Risk of Loss.” PSEC’s asset allocation service utilizes mutual funds with no front-end or back-end sales charges from multiple mutual fund companies. Each Client receives a prospectus for each mutual fund in which his or her account is invested. The beneficial owners of certain retirement accounts whose assets are held by a trustee/custodian may be subject to special terms and conditions with respect to shareholder report, proxies, and other matters, depending on the terms and March 31, 2025 4- 13  conditions of the plan documents under which such accounts are established. PSEC or its agent furnishes quarterly consolidated account statements to each Client, confirming all transactions during the report period. Fees and Compensation The annual fee for the OPTIFUND Investment Program is billed quarterly, in arrears, based on the average daily balance of the Client’s account during the preceding quarter. Clients participating in the OPTIFUND Investment Program are required to authorize PSEC to debit the Program fee from their account. Fees are liquidated from the Client’s largest mutual fund holding or, if there are insufficient assets in the largest holdings, from the Client’s remaining mutual fund holdings. On an annualized basis, the OPTIFUND Investment Program advisory fee (the “Advisory Fee”) is based on the following tiered fee schedule:  1.50% for accounts up to $250,000  1.25% for accounts of $250,000 or more The above Advisory Fee schedule may be discounted as negotiated with sponsors of certain employer-sponsored plans. PSEC retains between 0.20% and 0.50% of the Advisory Fee, depending on the size of the account and other factors. PlanMember’s advisory services may not be purchased outside of the OPTIFUND Investment Program (Investment advice is available through individual PlanMember Investment Advisory Representatives but related to individual accounts only.) Other fees related to the custody and servicing of the account and not related to the advisory services may apply. See your account application for details. OPTIFUND Investment Program accounts are invested in mutual funds that carry separate expenses as disclosed in each mutual fund prospectus. The portion of the Advisory Fee not retained by PSEC is paid to the Financial Professional (who may be a Registered Representative of PSEC or a Registered Representative of another broker/dealer with whom PSEC has a clearing and carrying relationship) as a Promotor’s Fee. This compensation may be more or less than the compensation that the Financial Professional would receive from the sale of other financial products. Therefore, the Financial Professional may have a financial incentive to recommend the PlanMember Advisor Programs over other programs or services. In some cases, a portion of the Promotor’s Fee may be paid to a referring entity other than the Financial Professional. PSEC may also provide mutual fund lineup selection and monitoring services for sponsors of certain employer-sponsored plans. If contracted to perform such services, PSEC will create an initial fund lineup based on the criteria provided by the plan sponsor, monitor the funds to ensure ongoing conformance with the selection criteria, and provide periodic reports to the plan sponsor on the performance and status of funds within the lineup. In addition, PSEC may, from time-to-time, remove, add or replace funds in the lineup. The Account Fee also may cost you more than if assets were held in a traditional brokerage account. In a brokerage account, you are charged a commission for each transaction, and your PSEC Professional has no duty to provide ongoing advice with respect to the account. If you plan to follow a buy and hold strategy for the account or you do not wish to purchase ongoing investment advice or management services, you should consider opening a brokerage account rather than a Program account. The Account Fee may be higher than the fees charged by other investment advisors for similar services. Your PSEC Professional, by recommending the program to you, receives compensation as a result of your participation in the Program. This compensation includes a portion of the Account Fee, and also will include other types of compensation, such as bonuses, awards or other things of value offered by PSEC to the Your PSEC Professional. PSEC pays your PSEC Professional this compensation based on your Advisor’s overall business production and/or on the amount of assets serviced in PSEC advisory programs. Therefore, the amount of this compensation can be more than what your PSEC Professional would receive if you participated in other PSEC programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. In that case, your PSEC Professional has a financial incentive to recommend an Advisor or Strategist Program account over other programs and services. Program Choice Conflicts of Interest March 31, 2025 5- 13  Clients should be aware that the compensation to PSEC and our financial professionals will differ according to the specific advisory programs or services provided. This compensation to PSEC and a financial professional generally are more than the amounts we would otherwise receive if a client participated in another program or paid for investment advice, brokerage, or other relevant services separately. Lower fees for comparable services may be available through PSEC or from other sources. PSEC and its financial professionals have a financial incentive to recommend advisory programs or services that provide higher compensation over other comparable programs or services available through PSEC or elsewhere that cost you less. For example, PSEC is registered both as a broker/dealer and an investment adviser, and a majority of PSEC’s advisors offer both commission-based brokerage services and fee-based advisory services to their clients. It is important to understand all the associated costs and benefits of each option so clients can decide which types of accounts and services are best suited for their unique financial goals, investment objective, and time horizon. PSEC encourages clients to review its Form CRS available on the firm’s website at https://www.planmember.com/disclosures and to discuss their options and the many differences between brokerage and advisory relationships with a PSEC financial professional. In addition, PSEC offers its financial professionals one or more financial benefits based on the professional’s total assets under management held at PSEC or in PSEC’s own Program accounts, as well as financial assistance for transitioning from another firm to PSEC. The types of financial benefits that are available to PSEC financial professionals include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, and account fees; technology fees; research package fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, and other forms of financial benefits that financial professionals have the opportunity to receive from PSEC provide a financial incentive for a financial professional to select PSEC as broker/dealer for client accounts over other broker/dealers from which they may not receive similar financial benefits or to use certain PSEC Advisory programs over other programs available through PSEC. Additionally, some PSEC financial professionals own and operate locations known as PlanMember Financial Centers. These Financial Centers may be single advisor branches or may include two or more advisors. As these Financial Centers grow, their fee-based business within PSEC’s suite of PSEC Programs, PSEC’s economies of scale are shared with those Financial Centers by increasing the payout percentage to the Financial Center owner, making loans to the Financial Center owner that are forgivable when the Financial Center accumulates certain client asset levels in PSEC Programs, and accruing and paying a deferred growth participation bonus based on client assets accumulated in PSEC Programs. As the amount of the advisors’ client assets in PSEC’s programs grows above certain levels, the advisors receive more financial benefits than they would otherwise receive with fewer assets in PSEC’s programs. These increases in a financial professional or Financial Center’s revenue translate into higher payouts for reaching various PSEC AUM levels which present a conflict of interest because they provide a financial incentive for financial professionals who receive the discounts to recommend PSEC’s Programs over other available managed or wrap account programs that do not offer such discounts or higher payouts to the financial professionals. Additional Compensation through Schwab Relationship Through its clearing relationship with Schwab, PSEC is charged an asset-based fee by Schwab for all of the assets in the PSEC programs in which Schwab conducts omnibus trading. For certain mutual fund holdings within those programs, Schwab receives shareholder servicing payments from the fund companies directly. Any amount Schwab receives in the form of shareholder servicing fees from the fund in excess of a negotiated floor is paid to PSEC. While PSEC will always attempt to identify and use the lowest-expense share classes available, this scenario creates a conflict of interest as PSEC has a financial incentive to select or recommend mutual funds for its programs for which Schwab directly receives shareholder servicing fees which will result in additional revenue paid to PSEC. PSEC attempts to mitigate this conflict by disclosing it to you, by ensuring that your financial professional doesn’t benefit himself or herself from this arrangement and by ensuring that the PSEC institutional money managers are not aware of which mutual funds pay such shareholder servicing fees. Important Considerations Regarding Rollovers March 31, 2025 6- 13  If you are a participant in an employer-sponsored retirement plan such as a 401(k) plan, and decide to roll assets out of the plan into a PSEC account, PSEC and your financial professional have a financial incentive to recommend that you invest those assets in a PSEC Account, because PSEC and the financial professional will be paid on those assets, for example, through commissions, fees and third party payments. You should be aware that such fees likely will be higher than those a participant pays through a plan, and there can be maintenance and other miscellaneous fees. As securities held in a retirement plan are generally not transferred directly to a PSEC Account, commissions and sales charges may be charged when liquidating such securities prior to the transfer, in addition to the commissions and sales charges previously paid on transactions in the plan. Deciding what to do with assets saved in an employer-sponsored retirement plan is one of the most important financial decisions a worker will make. For more information about distribution options, including IRA rollovers, check out the resources available to you on sec.gov, irs.gov, and dol.gov. As with any important financial decision, an individual should consider seeking professional assistance. Financial Advisors with investment expertise, as well as tax and legal advisers, can provide valuable support to individuals who want to learn more about IRA rollovers. Performance-Based Fees and Side-By-Side Management This item is not applicable because PSEC does not charge performance-based fees. Types of Clients PSEC provides advisory services to individuals, pension and profit sharing plans and other ERISA accounts, trusts, estates, and business entities. The OPTIFUND Investment Program is available only to employees of sponsors of participating 403(b) or 457(b) plans (or other similar retirement savings plans). Account Requirements There is no minimum investment required to establish an OPTIFUND Investment Program 403(b) or 457(b) account. Methods of Analysis, Investment Strategies and Risk of Loss For the PlanMember Elite Program, PSEC utilizes strategic asset allocation, i.e. a top-down approach, in the management of client portfolios. Portfolios are primarily constructed using mutual funds, which are an investment vehicle that provides diversification in a cost-effective manner. Within each investment program, clients can generally pick from a series of five portfolios (labeled I through V) that graduate risk from conservative to aggressive. One typically finds higher equity allocations in the more aggressive portfolios, and higher fixed-income allocations in the more conservative portfolios. PSEC’s investment process can be divided into 3 main parts: 1. Economic Framework: PSEC develops a broad, intermediate to long-term view of the global economy and financial markets. 2. Portfolio Strategy: PSEC develops its strategy for each managed portfolio. Such strategy may increase or decrease expected portfolio risk or shift into or out of investments based on their perceived attractiveness. 3. Mutual Fund Selection and Weighting: PSEC’s investment strategy is then translated into specific mutual fund weightings. Adjustments to the strategy can be made depending on strengths and weaknesses of the individual mutual funds being used. PSEC also implements a monitoring process to identify if and when another portfolio reallocation or rebalancing should occur. Decisions to change portfolio weightings rely on Strategic Rebalancing Events (SREs). These events can be classified into the following categories (but are not exclusive).  Changes in economic circumstances  Financial market disparities  Drift-based repositioning  Repositioning based on the characteristics of individual mutual funds Risk of Loss March 31, 2025 7- 13  Investing involves risk. The investment return and principal value will fluctuate and, when redeemed, the investment may be worth more or less than the original purchase price. By its nature, asset allocation looks to the long-term. After the client's short-term cash needs and emergency fund is evaluated, investment strategies are designed to help the client achieve his or her financial goals. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee that the investment strategy selected for the client will result in the client’s goals being met, nor is there any guarantee of profit or protection from loss. For those investments sold by prospectus, clients should read the prospectus in full. PSEC is disclosing those risks and opportunities for our investment strategy or for particular types of securities used.  High yield, high risk bonds generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding higher rated debt securities. Fixed income investments are subject to interest rate risk and values may decline in an increasing interest rate environment.  The return of principal for the bond holdings is not guaranteed. Fund shares are subject to the same interest rate, inflation and credit risks associated with the underlying bond holdings.  Investing outside the United States entails additional risks, such as currency fluctuations, as more fully described in the prospectus.  Small cap and Mid-cap investments may have additional risk, including greater price volatility.  Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high‐quality, short‐term investments issued by the U.S. Government, U.S. corporations, and state and local governments. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible.  There may be tax consequences for short-term trading wherein capital gains are taxed as ordinary income. Additionally, some Funds charge short-term trading fees that are more fully disclosed in the Fund families’ prospectus.  While diversification through an asset allocation strategy is a useful technique that can help to manage overall portfolio risk and volatility, there is no certainty or assurance that a diversified portfolio will enhance overall return or outperform one that is not diversified. An investment made according to one of these asset allocation models neither guarantees a profit nor prevents the possibility of loss.  Investment portfolio rebalancing is subject to market risk primarily that the value of redeemed and purchased shares may vary during the rebalancing process, resulting in gains or losses to your account. Disciplinary Information An investment advisor must disclose material facts about any legal or disciplinary event that is material to a Client’s evaluation of the advisory business or of the integrity of its management personnel. 2010. NASD Rules 2110, 3010-PSEC outsourced its mutual fund breakpoint determinations to a third party vendor. Due to software programming error PSEC’s vendor failed to take certain B shares into consideration when determining PSEC’s customers’ breakpoints. As a result, PSEC’s customers (39 accounts) were overcharged for their mutual fund purchases. During this period, PSEC did not have in place a system or procedures for supervising the vendor’s breakpoint determinations. PSEC’s decision to outsource breakpoint determinations to a third party did not relieve PSEC of its ultimate responsibility for the outsourced activity. During the relevant period, PSEC failed to have in place adequate policies and procedures to monitor the outside vendor’s compliance with the terms of its agreement with PSEC, and to assess the outside vendor’s continued fitness and ability to perform the outside activities. PSEC failed to properly supervise its outside vendor to ensure that it was adequately carrying out the outsourced functions. Without admitting or denying the findings, PSEC consented to the described sanctions and to the entry of finding, therefore it was censured and fined $20,000. 2018. MSRB Rules G-17, G-27, and G-30 – During the period from October 1, 2015, through December 31, 2015, PlanMember was found by the FINRA to have committed municipal securities fair pricing and related supervision violations with respect to 8 transactions in 3 accounts, in violation of Municipal Securities Rulemaking Board regulations. March 31, 2025 8- 13  Without admitting or denying the findings, PlanMember consented to the described sanctions and to the entry of the finding; it was fined $18,500 and paid restitution in the amount of $5,808, plus interest. 2019. Investment Advisers Act Sections 206(2) and 207. During the period from January 2014 to June 2018, PlanMember purchased, recommended, or held for advisory clients mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. PlanMember and its associated persons received 12b-1 fees in connection with these investments. PlanMember failed to adequately disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. Without admitting or denying the findings, PlanMember Securities Corporation entered into a settlement with the U.S. Securities and Exchange Commission (SEC), agreeing to disgorge the 12b-1 fees it had received, plus interest, in the total amount of $3,550,660.48 and be censured, but the firm was not assessed any fines. 2019. FINRA Rules 3010, 3110, 2330(d)(1), 2210, and 2010. During the period July 2012 to June 2016, PlanMember is alleged to have failed to establish, maintain, and enforce a supervisory system reasonably designed to achieve compliance with respect to four aspects of its business: the review of variable annuity exchanges; the review, approval, and retention of consolidated reports; the review or e-mail and customer correspondence; and the review or its registered representatives’ business-related websites and social media. On July 3, 2019, PlanMember, without admitting or denying the findings of FINRA, entered into a letter of Acceptance, Waiver, and Consent (“AWC”) to settle the alleged violations. As conditions of its settlement, PlanMember consented to a censure and a monetary fine of $90,000. Other Financial Industry Activities and Affiliations PSEC is not, but Investment Advisor Representatives and Registered Representatives of the firm are licensed as securities salespersons (“Registered Representatives”) and insurance agents, and are in the business of selling securities and insurance products. The sale of these products accounts for approximately 50% of the Registered Representatives’ working time. Investment Advisor Representatives are associated with PSEC, a dual registrant, as Registered Representatives. PSEC is a general securities broker/dealer having membership in the Financial Industry Regulatory Authority. PSEC is a wholly owned subsidiary of PlanMember Financial Corporation, a diversified financial services company engaged in the design and sale of investment products. Registered Representatives of PSEC may recommend securities, asset management, or insurance products. If Clients purchase these products through us, we will receive the normal commissions or fees. Thus, a conflict may exist between our interests and those of advisory Clients. The Client is under no obligation to purchase products recommended, or to purchase products through PSEC. Investment Advisor Representatives and Registered Representatives of the firm are licensed with several life, disability, and other insurance companies. Insurance products offered by these companies may be recommended by Registered Representatives in their capacity as insurance agents. If Clients purchase these products through PSEC, we receive the normal commissions. Thus, a conflict of interest may exist between our interests and those of advisory Clients. The Client is under no obligation to purchase products recommended, or to purchase products either through us or through these insurance companies. Some Registered Representatives of Introducing Brokers (not PSEC) may act as promotors of the OPTIFUND Investment Program. Clients of these Registered Representatives and of the Introducing Brokers should review the features of their relationships, and the attendant risks, with their Introducing Brokers. PSEC may exercise agreements with other Registered Investment Advisors and recommend other Advisors to Clients. In such instances, PSEC may receive a portion of the account fee or commissions received by those other. In these instances, we will make available to the Client a “Compensation Disclosure Statement” and the Investment Advisor Brochure for the other Advisor. The Client is under no obligation to use the services of the other Advisor(s) recommended. PSEC is affiliated by common ownership with PlanMember Services Corporation (“PSC”), a pension administration and recordkeeping company, registered with the SEC as a transfer agent. PSC will perform Client level recordkeeping and plan administration for PSEC Clients enrolled in the OPTIFUND Investment Program and may receive fees for such services from the Fund Companies. Fiduciary Duty with Respect to Retirement Plan Accounts and IRAs March 31, 2025 9- 13  When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics PSEC maintains a Code of Ethics. The Code of Ethics sets forth standards of conduct expected of advisory personnel; requires compliance with federal securities laws; and, addresses conflicts that arise from personal trading by advisory personnel. Personal Trading At times PSEC and/or its Investment Advisor Representatives may take positions in the same securities as Clients, and we will try to avoid conflicts with Clients. The firm and its Investment Advisor Representatives will generally be “last in” and “last out” for the trading day when trading occurs in close proximity to Client trades. We will not violate our fiduciary responsibilities to our Clients. Scalping (trading shortly ahead of Clients) is prohibited. Should a conflict occur because of materiality (i.e. a thinly traded stock), disclosure will be made to the Client(s) at the time of trading. Incidental trading not deemed to be a conflict (i.e. a purchase or sale which is minimal in relation to the total outstanding value, and as such would have negligible effect on the market price), would not be disclosed at the time of trading. Given that the OPTIFUND Investment Program strategy calls for investment exclusively in open-end mutual funds, which generally are traded on the open market, it is unlikely that trades by PSEC or its Investment Advisor Representatives will conflict with the interest of OPTIFUND participants. Brokerage Practices Selection or Recommendation of Broker/Dealers Because the Investment Advisor Representatives of PSEC are also Registered Representatives, if Clients freely choose to implement advice through PSEC, the broker/dealer and the investment adviser are one and the same. PSEC performs "due diligence" on mutual funds, limited partnerships, and insurance products. Only those investments that meet firm requirements will be on the PSEC "approved product list" and be offered for sale to Clients. Soft Dollar Practices PSEC does not engage in soft dollar practices. Review of Accounts Quarterly, PSEC will notify the Client in writing to contact PSEC or their Financial Professional if there have been any changes in the Client's financial situation or investment objectives, or to impose or modify account restrictions. Clients may call in at any time during normal business hours to discuss directly with PSEC or their Financial Professional about the Client's account, financial situation, or investment needs. Clients will be contacted in writing and/or via telephone on an annual basis to determine whether there have been any material changes to their financial situation or investment objectives that may affect their asset allocation recommendation. Any Clients who feel they may have such a change will be directed to consult with PSEC or their Financial Professional. It is the Client's responsibility to notify PSEC or their Financial Professional at any time there are changes. Client Referrals and Other Compensation March 31, 2025 10- 13  Referral Fees Paid We directly compensate non-employee (outside) consultants, individuals, and/or entities (Promotors formerly known as Solicitors) for client referrals. In order to receive a cash referral fee from our Firm, Promotors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our Firm by a Promotor, you should have received a copy of this Disclosure Brochure along with the Promotor's Disclosure Statement (formerly known as a Solicitors Disclosure Statement) at the time of the referral. If you become a client, the Promotor that referred you to our Firm will receive either a percentage of the advisory fee you pay our Firm for as long as you are a client with our Firm (or until such time as our agreement with the Promotor expires) or a one-time, flat referral fee upon your signing an advisory agreement with our Firm. You will not pay additional fees because of this referral arrangement. Referral fees paid to a Promotor are contingent upon your entering into an advisory agreement with our Firm. Therefore, a Promotor has a financial incentive to recommend our Firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain our Firm for advisory services. Comparable services and/or lower fees may be available through other firms. Promotors that refer business to more than one investment adviser may have a financial incentive to recommend advisers with more favorable compensation arrangements. We request that our Promotors disclose to you whether multiple referral relationships exist and that comparable services may be available from other advisers for lower fees and/or where the Promotors 's compensation is less favorable. PSEC distributes investment products through independent financial professionals who are Registered Representatives of our broker-dealer, Investment Adviser Representatives affiliated with our Registered Investment Adviser, or both. Many of these financial professionals are affiliated with a PlanMember Financial Center—a group of financial professionals who work together under the guidance of a Financial Center principal. Financial Centers and financial professionals associated with Financial Centers receive sales and marketing support from us in the form of access to our business development and marketing staffs. Our financial professionals offer investments that are part of the PlanMember Services Program, as well as a broad range of other investments that are not part of the Program. The PlanMember Services Program includes PSEC-managed investment advisory programs, mutual funds and annuities that have been selected based on our assessment of our clients’ general investment needs and the ability to consolidate these investments into our service model. For investments that are part of the Program, we provide clients with consolidated account statements, access to the PlanMember Center, web and mobile app account access and ongoing financial education and communications. The intent of the PlanMember Services Program is to provide our clients a “one-stop shop” for their investment needs. As described in the Fees and Costs section, we charge additional fees for certain investments included in the PlanMember Services Program. As described below, we also receive additional revenue from some of the mutual fund and insurance companies included in the program. Additionally, some of the incentives that we provide to our investment professionals or Financial Center principals are based on PlanMember Program asset levels. While the PlanMember Services Program includes a broad array of investments, our financial professionals are not limited to selling investments that are part of the Program. We have identified certain conflicts of interest (“conflicts” or “COIs”) that relate to the recommendations we and our financial professionals make. A conflict arises when an interest (such as an economic benefit) might incline us or a financial professional, consciously or unconsciously, to make a recommendation that is not disinterested. Some of these conflicts exist between retail customers and both our firm and our financial professionals, while others exist primarily between retail customers and our firm or between retail customers and our financial professionals. The section below discloses material facts relating to these conflicts so that you are able to make an informed decision regarding any recommendation a financial professional provides you. The manner in which we are paid varies based on the types of services we provide. For our broker-dealer services, we are paid each time you make a new investment or trade in your self-clearing account, brokerage account or directly-held account. For our investment advisory services, we are paid based on a percentage of the assets in your advisory account (an “advisory fee”). The different methods of payment create an incentive for us or our financial professionals to recommend one type of product or service over another depending on how we prefer to be paid. March 31, 2025 11- 13  The amount of commissions, fees, transaction-based payments, ongoing payments, and other forms of compensation we share with financial professionals is dictated by a compensation grid. Additionally, your financial professional’s payout percentage can be adjusted periodically depending on your financial professional’s total sales and overall performance. Our financial professionals are also eligible to receive cash compensation and/or non-cash compensation based on the revenue he/she generates from sales of PlanMember Services Program accounts. Cash compensation is conveyed through back-end bonuses, higher contractual payout percentages, and payment in the form of forgivable loans. Non-cash compensation includes, but is not limited to, eligibility for practice management/service support, free or reduced-cost marketing materials, and reimbursement or credits of fees that financial professionals pay to PSEC for items such as administrative services or technology. This provides an incentive for your financial professional to recommend PlanMember Services Program products over other products for which we do not provide such additional compensation. Financial Center principals are eligible to receive Growth Participation Payments. Growth Participation Payments are tiered payments based on incremental growth in PlanMember Program AUM and result in increased compensation of 1 to 5 basis points paid on incremental Financial Center PlanMember Program AUM. This payment structure incentivizes financial professionals to promote PlanMember Programs over other programs or investment products. Certain product sponsors or their affiliates also make payments to us to cover the costs associated with certain educational conferences or training seminars we host for our financial professionals. These payments are typically for fixed amounts and are not tied to total sales or customer assets. Even so, these payments incentivize us to sell you or recommend you hold investments issued by issuers that make these payments rather than investments of issuers that do not make these payments or make comparatively lower payments. A list of mutual fund product sponsors from whom we receive such compensation is available at planmember.com/disclosures. In all cases, such marketing allowances or other compensation will be paid to PSEC from the Program Sponsor’s own resources and not from client funds or assets. Custody Clients will receive from the custodian/brokerage firm or its agent timely confirmations and at least quarterly statements containing a description of all transactions and all account activity. The Client will retain rights of ownership of all securities and funds in the account to the same extent as if the Client held the securities and funds outside the program. PSEC may send quarterly reports to the Client in addition to the custodial statements. All statements should be carefully reviewed by the Client to ensure accuracy. Investment Discretion As part of the advisory contract, each Client gives PSEC a limited power of attorney to (i) allocate the assets in the accounts as indicated on the initial account application; (ii) periodically rebalance the account to adjust for changes resulting from fluctuations in the market price of the assets, by returning the account to the new strategic asset allocation selections; (iii) reallocate the assets in the account within the portfolio(s) selected; (iv) increase, decrease or change the number of funds utilized in each allocation; and (v) add or delete new funds/fund families or other investment options within the mutual funds. Voting of Client Securities PSEC has adopted proxy voting policies and procedures. Under these policies, PSEC’s general policy is to promote the alignment of the interests of corporate management with the interests of its shareholders, to improve the accountability of corporate management to its shareholders, to reward good performance by management, and to approve proposals that Adviser believes will result in financial rewards for its clients. Clients may obtain a copy of the voting policies upon request. The proxy voting policies and procedures have been designed so that proxies are voted in the best interests of PSEC’s clients and to resolve potential conflicts of interest. PSEC votes shares in a manner consistent with the voting policies March 31, 2025 12- 13  and without regard to any other relationship, business or otherwise, that PSEC may have with companies in which PSEC invests client assets. If clients would like to obtain information about how their securities have been voted or about how they can direct their votes in a particular matter, they should contact PlanMember Securities at the address on the cover of this brochure. Privacy Policy We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic personal information about you to any nonaffiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. Financial Information Investment advisors who have discretionary authority or custody of Client funds or securities are required to disclose any financial condition that is reasonably likely to impair its ability to meet its contractual obligations to Clients. PSEC has no such conditions to disclose. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact Sean Haley, Chief Compliance Officer, at 805-684-1199 if you have any questions regarding this policy. ©2022 PlanMember Securities Corporation ADV2AOPTIFUND0122 March 31, 2025 13- 13