HERITAGE WEALTH ADVISORS, LLC

FORM ADV PART 2A Brochure Heritage WEALTH ADVISORS, LLC 919 EAST MAIN ST SUITE 950 RICHMOND, VA 23219 www.heritagewealth.net (804) 643-4080 Brochure updated March 27, 2025 Contact: Tina Leiter This brochure provides information about the qualifications and business practices of Heritage Wealth Advisors, LLC (“Heritage Wealth Advisors” or “Heritage”). If you have any questions about the contents of this brochure, please contact us at 804-643-4080. 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 Heritage Wealth Advisors is also available on the SEC’s website at www.adviserinfo.gov References herein to Heritage Wealth Advisors, LLC as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training. CRD # 137484/SEC#:801-64803  ITEM 2 - MATERIAL CHANGES Heritage Wealth Advisor’s most recent update to the Disclosure Brochure is March 27, 2024. Heritage’s business activities have not changed materially although there has been an update to our Assets Under Management. ANY QUESTIONS: Heritage Wealth Advisor’s Chief Compliance Officer, Tina Leiter, remains available to address any questions that an existing or prospective client may have regarding this Brochure. 2  ITEM 3 - TABLE OF CONTENTS ITEM 2 - MATERIAL CHANGES ............................................................................................................... 2 ITEM 3 - TABLE OF CONTENTS .............................................................................................................. 3 ITEM 4 – ADVISORY BUSINESS ............................................................................................................... 4 ITEM 5 - FEES AND COMPENSATION ..................................................................................................... 11 ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT .................................................. 13 ITEM 7 - TYPES OF CLIENTS ................................................................................................................. 14 ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ....................................... 14 ITEM 9 – DISCIPLINARY INFORMATION ................................................................................................ 19 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ................................................ 19 ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING .................................................................................................... 20 ITEM 12 – BROKERAGE PRACTICES ...................................................................................................... 22 ITEM 13 – REVIEW OF ACCOUNTS........................................................................................................ 26 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION .................................................................. 26 ITEM 15 – CUSTODY .......................................................................................................................... 27 ITEM 16 – INVESTMENT DISCRETION ................................................................................................... 27 ITEM 17 – VOTING CLIENT SECURITIES ................................................................................................ 28 ITEM 18 – FINANCIAL INFORMATION ................................................................................................... 28 3  ITEM 4 – ADVISORY BUSINESS Heritage Wealth Advisors (“Heritage”) is an SEC registered investment adviser (“RIA”) that offers investment advisory and consulting services to high net worth individuals, families, trusts and estates, business entities, non-profit organizations, and pension and profit-sharing plans. The company is organized as a Limited Liability Company (“LLC”) and has been registered since 2005. The principal owners of the company are Delores Ann Remo (individually and through Remo Heritage Venture, LLC), John Gwyn Jordan III, Charles Thomas Hill, Jr., Marshall Ogden Chambers, Caroline Elizabeth Baronian, Steven Coles Henderson, Sarah Christine Simmer, and Meagan Elizabeth Roberts. Investment Advisory Services Heritage offers independent investment strategies designed to meet the specific needs of each client. Heritage considers the client’s time horizon, risk tolerance, cash flow needs and other personal preferences when designing an investment portfolio. Heritage provides discretionary or non-discretionary investment advisory services on a fee basis. Heritage’s annual investment advisory fee is based upon a percentage of the market value of the assets placed under Heritage’s management, generally between .50% and 1.0%. The firm designs more conservative investment allocations for clients who are more risk adverse or more aggressive investment allocations for clients that desire a more growth-oriented portfolio. When the firm designs and reviews a client’s portfolio, careful consideration is given to which type of assets are held in each account to maximize tax-efficiencies and keep costs to a minimum. Clients may impose restrictions on investing in certain securities or types of securities within their portfolio. Financial Planning and Tax Services Heritage offers comprehensive and integrated financial and tax planning services (“Consulting Services”) including investment and non-investment related matters such as estate planning, insurance planning, and tax planning and return preparation, on a stand-alone separate fee basis. Heritage’s planning and consulting fees are negotiable depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Prior to engaging Heritage to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with Heritage setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Heritage commencing services. We do not serve as attorneys and no portion of our services should be construed as legal services. Accordingly, we do not prepare estate-planning documents. If requested by the client, Heritage may recommend the services of other professionals for implementation purposes. The client is under no obligation to engage the services of any such recommended professionals, including Heritage for tax services. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Heritage. If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. At all times, the engaged licensed professional(s) (e.g., attorney, accountant, insurance agent), and not Heritage, shall be responsible for the quality and competency of the services provided. It remains the client’s responsibility to promptly notify Heritage if there is ever any change in their financial situation 4  or investment objectives for the purpose of reviewing, evaluating or revising Heritage’s previous recommendations and/or services. Heritage tailors engagements to individual clients based on their needs and requested scope of services. These services may include but are not limited to: financial planning, cash flow analysis, retirement planning, insurance planning, estate planning, charitable giving planning, Income tax planning, Income tax preparation, and family education. The financial and tax-planning process, while customized for each client’s needs, generally involves the following steps: • Heritage holds a preliminary meeting with the client to understand the client’s short- and long-range goals. Heritage’s client service team gathers information about the client including the client’s family situation, goals, and major anticipated financial obligations. • After the introductory meeting(s), Heritage will make a proposal in the form of an engagement letter to the client to prepare a financial plan that may include tax planning and tax preparation services. • Heritage organizes and reviews the client’s current financial data. The firm analyzes the quantitative information in terms of tax liability (both income and estate), cash flow, net worth, risk management, investments, and insurance needs. • • Based on analysis of the data, Heritage outlines alternative strategies or courses of action intended to help meet the client’s immediate and long-term goals and objectives and to mitigate any potential problems the firm identifies. Heritage then tests the various alternatives to determine their potential impact on the projections. • At the conclusion of the engagement, Heritage prepares and discusses with the client a report that includes recommendations and projections. Heritage is available to assist in implementing the actions agreed upon, including investment advisory services and selection of other outside advisers including insurance providers and legal counsel. If the client chooses to engage the firm for Investment Advisory Services, the firm and the client sign an investment advisory agreement. The nature and extent of the implementation services are established at that time. eMoney/Tamarac Advisor Platforms Heritage may provide its clients with access to an online platform hosted by “eMoney Advisor” (“eMoney”) or by “Tamarac Reporting” (“Tamarac”). The eMoney and Tamarac platforms allow a client to view the complete asset allocation, including those assets that Heritage does not manage (the “Excluded Assets”). Heritage does not provide investment management, monitoring, or implementation services for the Excluded Assets. Therefore, Heritage shall not be responsible for the investment performance of the Excluded Assets. Rather, the client and/or their advisor(s) that maintain management authority for the Excluded Assets, and not Heritage, shall be exclusively responsible for such investment performance. The eMoney and Tamarac platforms also provide access to other types of information, including financial planning concepts, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by Heritage. The client may choose to engage Heritage to manage some or all of the Excluded Assets pursuant to the terms and conditions of an Investment Advisory Agreement between Heritage and the client. 5  Affiliated Private Funds Heritage is affiliated with, and also the investment manager to eight private investment funds (collectively known as the “Private Funds”). Heritage’s affiliate, Heritage PF GP, LLC serves as the general partner to Heritage Private Fund LP, Series 1 and 1B, Heritage Private Fund LP, Series 2 and 2B. MA Investors Management, LLC is a wholly owned subsidiary of Heritage and serves as the general partner or managing member to MA Investors Fund 1, LLC (“MAIF”), MA Endowment Partners, LP (“MAEP”), MA Partners Fund, LP (“MAP”), and MA Real Assets Fund 2, LP (“MARAF 2”). The General Partner adopted a formal plan to liquidate MA Partners Fund, LP effective December 31, 2024. The Fund disposed all its investments and cash was distributed to investors on a pro-rata basis on March 5, 2025. Liabilities are expected to be settled in full with creditors and related parties on or before June 30, 2025 and the balance of the Fund’s remaining liquidating capital redemptions payable, subject to the changes in costs and expenses, if any, associated with the Fund’s liquidation, will be distributed. The General Partner adopted a formal plan to liquidate MA Resources Fund 1, LP effective June 30, 2024. The Fund disposed all its investments. Cash was distributed to investors on a pro- rata basis on July 31, 2024, once liabilities were settled. Heritage, on a non-discretionary basis, may recommend that qualified advisory clients consider allocating a portion of their investment assets to the Private Funds. Heritage’s clients are under absolutely no obligation to consider or make an investment in a Private Fund. Each Private Fund is managed in accordance with its governing documents. The Private Funds are not, and will not be, tailored to the individual needs of any particular client. However, Heritage will not recommend that clients invest in the Private Funds unless such investments fit within the client’s investment objective and are considered to be in the best interest of such client. The amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of Heritage calculating its investment advisory fee per Item 5 below. Heritage does not charge a management fee directly to the Private Funds. Heritage charges a single advisory fee at the client level; Heritage does not collect two advisory fees with respect to any Private Fund investments made by clients. Clients may elect to have advisory fees deducted directly from their custodial account or to be invoiced for the fee. A client invested in MAEP may request and authorize Heritage to withdraw from the client’s capital account in MAEP and to remit to Heritage the amount of the quarterly Advisory Fee. Unaffiliated Private Investment Funds Heritage may also provide investment advice regarding unaffiliated private investment funds. Heritage, on a non-discretionary basis, may recommend that certain qualified clients consider an investment in unaffiliated private investment funds. Heritage’s role relative to the private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become a private fund investor, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of Heritage calculating its investment advisory fee, unless Heritage and the client specifically agree to exclude the fund as part of the client’s assets under management. Heritage’s clients are under absolutely no obligation to consider or make an investment in a 6  private investment fund(s). In the event that Heritage references private investment funds owned by the client on any supplemental account reports prepared by Heritage, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor plus any capital activity during the period. However, if subsequent to purchase, the fund has not provided an updated valuation, the valuation shall reflect the initial purchase price or the capital called to date. If subsequent to purchase, the fund provides an updated valuation, then the statement will reflect that updated value. The updated value will continue to be reflected on the report until the fund provides a further updated value. As result of the valuation process, if the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s fund holding(s) could be significantly more or less than the value reflected on the report. Unless otherwise indicated, the client’s advisory fee shall be based upon the value reflected on the report. Retirement Plan Rollovers Heritage may provide retirement planning services to individuals including managing rollovers of employee sponsored retirement plan assets into a Heritage managed account which could create a conflict of interest. When deciding what to do with employee sponsored retirement assets, an individual generally has four options (and may engage in a combination of these options): (1) leave the money in the former employer’s plan, if permitted; (2) roll over the assets to the new employer’s plan if there is one and it permits rollovers; (3) roll over the assets to an Individual Retirement Accounts (“IRA”); or (4) cash out the account value which could have adverse tax consequences depending on the individual’s age or current income level. If Heritage recommends a client roll over its retirement assets to a Heritage managed account, such recommendation creates a conflict of interest if Heritage will earn new (or increase its current) compensation as a result of the rollover. Higher fees could be incurred if the assets are rolled over to Heritage. No client is under any obligation to roll over retirement plan assets to an account managed by Heritage. To the extent Heritage recommends a client roll over assets from a retirement plan to an IRA managed by Heritage, Heritage represents it is and its investment adviser representatives are fiduciaries under the Employment Retirement Income Security Act of 1974, or the Internal Revenue Code, or both, which are the laws governing retirement accounts. Retirement Plan Services Heritage may provide advisory services for 401(K), profit sharing, non-qualified deferred compensation ad retirement plans that are subject to The Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and other employee retirement plans not subject to ERISA. Trustee Directed Plans. Heritage may be engaged to provide discretionary investment advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, Heritage will serve as an investment fiduciary as that term is defined under ERISA. Heritage will generally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. Participant Directed Retirement Plans. Heritage may also provide investment advisory and 7  consulting services to participant directed retirement plans per the terms and conditions of a Retirement Plan Services Agreement between Heritage and the plan. For such engagements, Heritage shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by Heritage), and, to the extent engaged to do so, may also provide corresponding education to assist the participants with their decision making process. Independent Managers Heritage may recommend that the client allocate a portion of their investment assets among unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager(s) shall have day-to-day responsibility for the active discretionary management of the allocated assets. Heritage shall continue to render investment advisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Heritage generally considers the following factors when considering its recommendation to allocate investment assets to Independent Manager(s): the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fee charged by the Independent Manager(s) is separate from, and in addition to, Heritage’s investment advisory fee disclosed at Item 5 below. Use of Mutual and Exchange Traded Funds Most mutual funds and exchange traded funds are available directly to the public. Thus, a prospective client can obtain many of the funds that may be utilized by Heritage independent of engaging Heritage as an investment advisor. However, if a prospective client determines to do so, he/she will not receive Heritage’s initial and ongoing investment advisory services. In addition to Heritage’s investment advisory fee described below, and transaction and/or custodial fees discussed below, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). Portfolio Activity to, investment performance, fund manager Heritage has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Heritage will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Heritage determines that changes to a client’s portfolio are neither necessary nor prudent. Of course, as indicated below, there can be no assurance that investment decisions made by Heritage will be profitable or equal any specific performance level(s). Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. 8  Cash Positions Heritage continues to treat cash as an asset class. As such, unless determined to the contrary by Heritage, all cash positions (money markets, etc.) are included as part of assets under management for purposes of calculating Heritage’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Heritage may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Heritage’s advisory fee could exceed the interest paid by the client’s money market fund. Cash Sweep Accounts. Account custodians generally require that cash proceeds from account transactions or cash deposits be swept into and/or initially maintained in the custodian’s sweep account. The yield on the sweep account is generally lower than those available in money market accounts. To help mitigate this issue, Heritage shall generally purchase a higher yielding money market fund available on the custodian’s platform with cash proceeds or deposits, unless Heritage reasonably anticipates that it will utilize the cash proceeds during the subsequent period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to, the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. The above does not apply to the cash component maintained within the Heritage’s actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any of Heritage’s unmanaged accounts. Borrowing Against Assets/Risks A client who has a need to borrow money could determine to do so by using: Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and, Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral. These loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (e.g., custodian, bank) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Heritage does 9  not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). Heritage does not recommend such borrowing for investment purposes (i.e., to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Heritage: • By taking a loan rather than liquidating assets in the client’s account, Heritage • • continues to earn a fee on such Account assets; If the client invests any portion of the loan proceeds in an account to be managed by Heritage, Heritage will receive an advisory fee on the invested amount; and, If Heritage’s advisory fee is based upon the higher margined account value (see margin disclosure at Item 5 below), Heritage will earn a correspondingly higher advisory fee. This could provide Heritage with a disincentive to encourage the client to discontinue the use of margin. Clients should read all load and credit documents carefully. Non-Discretionary Service Limitations Clients that determine to engage Heritage to provide investment advisory services on a non- discretionary basis must be willing to accept that Heritage cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event that Heritage would like to make a transaction for a client's account (including in the event of an individual holding or general market correction), and the client is unavailable, Heritage will be unable to effect the account transaction(s) (as it would for its discretionary clients) without first obtaining the client’s consent. Client Obligations In performing its services, Heritage shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify Heritage if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Heritage’s previous recommendations and/or services. Disclosure Statement A copy of Heritage’s written Brochure, as set forth on Parts 2 A and B of Form ADV, shall be provided to each client or prospective client, along with Form ADV Part 3 (CRS), prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Financial Planning and Consulting Agreement and Privacy Notice. Heritage does not participate in a wrap fee program. As of December 31, 2024, Heritage managed $4,451,862,837 on a discretionary basis and $115,683,894 on a non-discretionary basis. 10  ITEM 5 - FEES AND COMPENSATION Investment Advisory Service Heritage charges asset-based fees which are charged quarterly in advance based on a percentage of assets under management at the end of the previous calendar quarter. Heritage’s annual investment advisory fee shall include investment advisory services, selecting and monitoring investments, monitoring a client’s investment results, reporting to the client on a quarterly basis and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of Heritage), Heritage may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. Asset-based fees are charged based on the following schedule: Assets Under Management Advisory Fee First $2 Million 100 bps (1.00%) Next $3 Million 80 bps (0.80%) Next $15 Million 60 bps (0.60%) > $20 Million 50 bps (0.50%) Heritage includes the value of certain month or quarter end interest or dividend payments when calculating client fees. Because these payments may be credited to the appropriate account subsequent to the issuance of the applicable brokerage statement, the market value reflected on the client brokerage statement may differ slightly from the value used in Heritage’s fee billing process. Also, the Firm’s policy is to treat intra-quarter account additions and withdrawals equally and will adjust its advisory fee for any additions or withdrawals to/from managed accounts in excess of $25,000, unless indicated to the contrary on the Investment Advisory Agreement executed by the client. Under special circumstances, such as the “householding” of accounts for clients with multiple family members or entities, Heritage may negotiate the amount of the fee. Heritage determines the fee based upon a number of factors including the amount of work involved, the assets placed under management and the attention needed to manage the account. In some cases, Heritage negotiates a flat rate on the portfolio. Heritage reserves the right to negotiate fees for certain accounts as more particularly described under “Fee Dispersion” below. If a client makes contributions during a calendar quarter, a pro-rata adjustment for the fee will be made based on the number of days remaining in the quarter multiplied by the quarterly rate for the client. Heritage will deduct the fee directly from the client’s brokerage or custodial account, pursuant to the written agreement between Heritage and the client, unless the client requests Heritage send an invoice to the client to pay directly. Regardless of the payment method, Heritage sends a statement on a quarterly basis reflecting the fees charged. Heritage 11  may charge certain legacy accounts quarterly in arrears. The advisory fee billing process is affirmed in the agreement maintained with each respective client. Investment advisory services begin with the effective date of the signed Investment Advisory Agreement and in conjunction with the transfer of assets to one of the qualified custodians used by Heritage. For the calendar quarter in which investment advisory services begin, fees will be adjusted pro rata based on the number of calendar days in the calendar quarter for which the Agreement was effective. For both new and existing accounts assets become billable effective upon receipt. Pro-rata fee billing is calculated on a calendar-weighted basis as assets are transferred into client accounts. Fee Dispersion. Heritage’s investment advisory fee is negotiable at its discretion, depending upon objective and subjective factors including but not limited to: the amount of assets to be managed; portfolio composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional assets; the professional(s) rendering the service(s); prior relationships with Heritage and/or its representatives, and negotiations with the client. As a result of these factors, similarly situated clients could pay different fees, the services to be provided by Heritage to any particular client could be available from other advisers at lower fees, and certain clients may have fees different than those specifically set forth above. Financial Planning and Consulting Services For Consulting Services, Heritage is compensated through fixed fees. These fees are negotiated with the client based on the level and scope of the services to be delivered and the Heritage professionals involved with the engagement. Fixed fee Consulting Services engagements are generally paid quarterly in advance. For some large or lengthy projects, Heritage may send progress bills when certain milestones are achieved as outlined in the engagement letter. Clients may choose to have Consulting Services bills paid from an investment account by signing a letter of authorization form from the custodian or they may pay by check. A letter of authorization for payment of additional services must be signed by the client for each separate invoice and cannot be made standing for payment of future invoices. Clients agree to the compensation method in advance before Heritage provides any Investment Advisory Services or Consulting Services other than initial introductory and information gathering meetings. The fees described above are for advisory services only and do not include other costs that clients may incur. Fees and expenses that mutual funds or unaffiliated investment managers charge, transaction fees, commissions, and custodial fees, are in addition to the Heritage fee for advisory services (See section titled Brokerage Practices for additional information about client transactions). As discussed below, unless the client directs otherwise or an individual client’s circumstances require, Heritage shall generally recommend that Schwab or Fidelity serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Charles Schwab or Fidelity charge brokerage commissions and/or transaction fees for effecting certain securities transactions (i.e., transaction fees are charged for certain no-load mutual funds, commissions are charged for individual equity and fixed income securities transactions). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker- 12  dealer/custodian (while certain custodians, including Schwab and Fidelity, do not currently charge fees on individual equity transactions, others do). There can be no assurance that Schwab and/or Fidelity will not change their transaction fee pricing in the future. Fidelity and Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. Heritage considers all costs associated with an investment when determining whether it is appropriate for a client and may use different share classes of the same mutual fund in order to achieve optimal cost efficiency on behalf of clients. Asset Based Pricing Limitations. Relative to Independent Manager engagements, Heritage, depending upon anticipated trading activity of the recommended Independent Manager, may recommend that its clients consider entering into an asset-based pricing agreement with the account custodian. Under an asset-based pricing arrangement, the amount that a client will pay the custodian for account commission/transaction fees is based upon a percentage (%) of the market value of your account, generally expressed in basis points. One basis point is equal to one one-hundredth of one percent (1/100th of 1%, or 0.01% (0.0001) (generally, the greater the market value, the lower the %). This differs from transaction-based pricing, which assesses a separate commission/transaction fee against your account for each account transaction. Account investment decisions are driven by security selection and anticipated market conditions and not the amount of transaction fees payable by you to the account custodian. We do not receive any portion of the asset-based transaction fees payable by you to the account custodian. We continue to believe that our clients can benefit from an asset-based pricing arrangement. You can request at any time to switch from asset-based pricing to transactions-based pricing. However, there can be no assurance that the volume of transactions will be consistent from year- to-year given changes in market events and security selection. Thus, given the variances in trading volume, any decision by you to switch to transaction-based pricing could prove to be economically disadvantageous. ANY QUESTIONS Heritage’s Chief Compliance Officer, Tina Leiter, remains available to address any questions that a client or prospective client may have regarding asset-based pricing. Heritage or a client may terminate an Investment Advisory Agreement in writing at any time. Because Heritage charges investment advisory fees in advance, when an Agreement is terminated, Heritage will pro-rate the fees charged for advisory services and refund any unearned fees to the client. Heritage calculates the refund owed to client by multiplying the number of calendar days remaining in the quarter in which the Agreement is terminated by the client’s quarterly rate. The client is responsible to pay for services rendered until the termination of the Agreement. Neither Heritage nor its employees accept compensation for the sale of securities or other investment products. ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Neither Heritage nor its employees accept performance-based fees. Performance-based fees are fees based on a share of capital gains or capital appreciation of the assets of a client. Certain private fund managers, however, do charge performance fees, which are ultimately borne by clients invested with those private fund managers. 13  ITEM 7 - TYPES OF CLIENTS Heritage offers investment advisory services to individuals, high net worth individuals, families, trusts and estates, business entities, non-profit organizations, and pension and profit- sharing plans. Heritage does not generally require an annual minimum fee or asset level for investment advisory services. Heritage, in its sole discretion, may charge a lesser investment management fee based upon certain criteria (e.g., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client). Heritage also serves as the investment manager to the Private Funds, which are offered to Heritage’s advisory clients. The Private Funds impose investment minimums, as described in the relevant governing document for each fund. In the case of the Private Funds, the general partner may accept amounts below the established minimum at its discretion. ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Heritage utilizes mutual funds, exchange traded funds (ETFs), individual fixed income securities, separately managed accounts, individual equities, and private investments to invest clients’ assets in its discretionary accounts. The firm first designs a personalized target asset allocation model based on a client’s time horizon, risk tolerance, and other client criteria and then selects specific investments for each asset class. Portfolios are reviewed at least once per quarter. When the Investment Policy Committee determines that a change in the asset allocation model is warranted due to changes in the economic environment, perceived risks or a client’s individual situation, Heritage will make changes to the percentage of assets that are allocated to each asset class. Heritage invests in individual equity securities following a research process designed to identify high quality businesses at reasonable valuations. A combination of fundamental analysis focused on industry dynamics, competitive positioning, profitability, cash flow and balance sheet strength coupled with a valuation overlay generates a group of equity securities for consideration. Heritage follows a long-term approach with respect to individual equity selection and holdings. Before selecting a mutual fund or separately managed account for use in clients’ portfolios, Heritage screens funds utilizing risk and return parameters as well as other key data points including alpha, beta, standard deviation and other data metrics. The firm then analyzes an investment company’s history of regulatory compliance, investment philosophy, management tenure, investment process, and fee structure. The investment advisory team conducts conference calls and/or in-person interviews with the portfolio managers and runs hypothetical scenarios of the blended portfolios to analyze the risk and return data before utilizing an investment. Heritage monitors mutual funds and separately managed accounts on an ongoing basis for changes in risk and performance. If the Investment Policy Committee determines that an investment is no longer in clients’ best interests due to unsubstantiated poor performance, unacceptable changes in how the fund is managed, such as departure of the fund manager, or 14  changes in investment strategy due to market risks or opportunities, a mutual fund or separately managed account may be removed from client portfolios. In addition to using mutual funds, separately managed accounts and individual equity securities, Heritage may use other investment strategies within client portfolios. The firm may utilize an options strategy to protect a concentrated position of stock from a sudden price change. When appropriate, the firm will offer advice on individual securities including certificates of deposit, municipal securities, or interests in alternative investments including hedge funds, though this is not the primary function of Heritage. Investing in securities involves risk of loss that clients should be prepared to bear, including the complete loss of principal investment. Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Adviser) will be profitable or equal any specific performance level(s). While asset values may increase and client account values could benefit as a result, it is also possible that asset values may decrease and client account values could suffer a loss. Heritage investment strategies do not present any significant or unusual risk; however, Heritage cannot assure its clients will achieve their investment objectives. Heritage does not represent, warrant or imply that the services or methods of analysis used by Heritage can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to major market corrections or crashes. No guarantees can be offered that clients’ goals or objectives will be achieved. Further, no promises or assumptions can be made that the advisory services offered by Heritage will provide a better return than other investment strategies. Material risks include: Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. All investments in securities and other financial investments involves substantial risk of volatility arising from numerous factors that are beyond the control of Heritage and investment including market conditions, changing domestic or managers utilized by Heritage, international economic or political conditions, changes in tax laws and government regulation and other factors. Investment Risk Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Heritage) will be profitable or equal any specific performance level(s). Multiple Manager Risks Heritage will invest client assets with investment managers who make their trading decisions independently. It is possible that one or more investment managers may take investment positions that are opposite of positions taken by other investment managers. Some investment managers may have overlapping strategies or portfolios and thus could accumulate large positions in the same or related instruments at the same time. Heritage may not have access to 15  information regarding the underlying investments made by the investment managers or investment funds and thus may not be able to mitigate the associated risks of concentration or exposure to specific markets or strategies. Because each investment manager will trade independently of the others, the trading losses of some investment managers could offset trading profits achieved by other investment managers. In addition, investment managers may compete with each other for similar positions at the same time. Cybersecurity Risk The information technology systems and networks that Heritage and its third-party service providers use to provide services to Heritage’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Heritage’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Heritage are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Heritage has established its processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that Heritage does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Private Investment Fund Risk Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment. Activities of Investment Managers and Investment Funds Heritage will have no control over the day-to-day operations of any unaffiliated investment fund or investment manager. As a result, there can be no assurance that every investment fund or investment manager will invest on the basis expected by Heritage. Furthermore, because Heritage will have no control over any investment fund’s or investment manager’s day-to-day operations, clients may experience losses due to the fraud, poor risk management or recklessness of the investment funds or the investment managers. 16  Allocation Risks Investment performance will depend largely on Heritage decisions as to strategic asset allocation and tactical adjustments made to the asset allocation. At times, Heritage judgments as to the asset classes in which clients should invest may prove to be wrong, as some asset classes may perform worse than others or the equity markets generally from time to time or for extended periods of time. Inflation Risk When any type of inflation is present, a dollar at present value will not carry the same purchasing power as a dollar in the future, because that purchasing power erodes at the rate of inflation. Reinvestment Risk Future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate), which primarily relates to fixed income securities. Credit Risk The issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer’s credit rating or a perceived change in an issuer’s financial strength may affect a security’s value and impact performance. Credit risk is considered greater for fixed income securities with ratings below investment grade. Fixed income securities that are below investment grade involve higher credit risk and are considered speculative. Call Risk During periods of falling interest rates, a bond issuer will call or repay a higher-yielding bond before its maturity date, forcing the investment to reinvest in bonds with lower interest rates than the original obligations. Regulatory Risk Changes in laws and regulations from any government can change the market value of companies subject to such regulations. Certain industries are more susceptible to government regulation. For example, changes in zoning, tax structure or laws may impact the return on investments. Exchange Traded Funds Risk ETFs are marketable securities that are designed to track, before fees and expenses, the performance or returns of a relevant index, commodity, bonds or basket of assets, like an index fund. Unlike mutual funds, ETFs trade like common stock on a stock exchange. ETFs experience price changes throughout the day as they are bought and sold. In addition to the general risks of investing, there are specific risks to consider with respect to an investment in ETFs, including, but not limited to: (i) an ETF’s shares may trade at a market price that is above or below its net asset value; (ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials 17  deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Mutual Fund Risk Mutual funds are operated by investment companies that raise money from shareholders and invests it in stocks, bonds, and/or other types of securities. Each fund will have a manager that trades the fund’s investments in accordance with the fund’s investment objective. Mutual funds charge a separate management fee for their services, so the returns on mutual funds are reduced by the costs to manage the funds. While mutual funds generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market. Mutual funds that are sold through brokers are called load funds, and those sold to investors directly from the fund companies are called no-load funds. Mutual funds come in many varieties. Some invest aggressively for capital appreciation, while others are conservative and are designed to generate income for shareholders. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). Equity Securities Common stocks and other equity securities, including Master Limited Partnerships (“MLP”), generally increase or decrease in value based on the earnings of a company and on general industry and market conditions. The value of a company’s share price may decline as a result of poor decisions made by management, lower demand for the company’s services or products or if the company’s revenues fall short of expectations. There are also risks associated with the stock market overall; in particular, the stock market may experience periods of turbulence and instability. Fixed Income Securities A bond’s market value is affected significantly by changes in interest rates. Generally, when interest rates rise, the bond’s market value declines and when interest rates decline, its market value rises. Generally, a bond with a longer maturity will entail greater interest rate risk but have a higher yield. Conversely, a bond with a shorter maturity will entail less interest rate risk but have a lower yield. A bond’s value may also be affected by changes in its credit quality rating or the issuer’s financial condition. Options Options can be highly volatile investments and involve special risks. Successful investment strategies using options require the ability to predict future movements in securities prices, interest rates and other economic factors. Heritage or an investment manager’s efforts to use options (even for hedging purposes) may not be successful. Heritage or an investment manager may invest in options based on any type of security, index or currency, including options traded on foreign exchanges and options not traded on ex- changes. If the Adviser or an investment manager applies a hedge at an inappropriate time or judges market conditions incorrectly, options strategies may reduce a client’s return. A client may also experience losses if the prices of option positions were to be poorly correlated with its other investments, or if it could not close its positions because of an illiquid secondary market. 18  Options Strategies As discussed above, Heritage may engage in options transactions for the purpose of hedging risk and/or generating portfolio income. The use of options transactions as an investment strategy can involve a high level of inherent risk. Option transactions establish a contract between two parties concerning the buying or selling of an asset at a predetermined price during a specific period of time. During the term of the option contract, the buyer of the option gains the right to demand fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security, depending upon the nature of the option contract. Generally, the purchase or sale of an option contract shall be with the intent of “hedging” a potential market risk in a client’s portfolio and/or generating income for a client’s portfolio. Certain options-related strategies (i.e., straddles, short positions, etc.), may, in and of themselves, produce principal volatility and/or risk. Thus, a client must be willing to accept these enhanced volatility and principal risks associated with such strategies. In light of these enhanced risks, client may direct Heritage, in writing, not to employ any or all such strategies for his/her/their/its accounts. Other Instruments Heritage or an investment manager may take advantage of opportunities with other derivative instrument such as swaps, options on various underlying instruments and other customized “synthetic” or derivative instruments which will be subject to varying degrees of risk. Duplicate Investment Management Fees The risk that the investment management fees paid to separate account or mutual fund managers that are in addition to Heritage investment management fees could materially reduce investment performance below results experienced by similarly managed accounts without duplicate management fees charged. ITEM 9 – DISCIPLINARY INFORMATION Neither Heritage nor its supervised personnel have been subject to any legal or disciplinary action. ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Neither Heritage, nor its representatives, are registered or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither Heritage, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. Heritage typically utilizes the services of Charles Schwab and Fidelity to custody and trade client assets. Neither the firm nor its employees receives commissions, bonuses, or other incentives from Charles Schwab or Fidelity. Clients may choose to use either custodian when establishing an investment account. 19  As noted above, Heritage is the investment manager to eight Private Funds. Heritage is affiliated with Heritage PF GP, LLC and MA Investors Management, LLC, the general partner or managing member to its affiliated Private Fund. Heritage is also the investment manager to Heritage Private Fund LP, Series 1 and 1B, Heritage Private Fund LP, Series 2 and 2B. MA Investors Fund 1, LLC, and General Partner to MA Endowment Partners, LP, MA Partners Fund, LP and MA Real Assets Fund 2, LP. Each of the Private Funds is subject to a number of actual and potential conflicts of interest. Certain inherent conflicts of interest arise from the fact that Heritage, in its role as the investment manager and an affiliate to the general partners, will provide investment management services both to each of the Private Funds and for other managed account clients who may be invested in Private Fund share units as limited partners. Investment companies that manage mutual funds or separately managed accounts for client assets are independent of Heritage. Neither the firm nor its employees receives commissions or bonuses from any investment company. From time to time, Heritage may receive expense reimbursement for travel expenses from certain mutual funds that have been recommended to clients. Travel expense reimbursements are typically a result of attendance at due diligence and/or investment training events hosted by the mutual fund. The purpose of attending these events are research related. Although receipt of these travel expense reimbursements is not predicated upon specific sales quotas, the reimbursements are typically made by mutual funds for whom sales have been made or it is anticipated sales will be made. We will not recommend mutual funds simply because they pay for our travel costs. Instead, we have a fiduciary duty to our clients to act in good faith and with fairness in all of our dealings with them and will take such duties into account in dealing with all actual and potential conflicts of interest including receiving payment for travel expenses. Mutual funds recommendations are based on the needs of the client and not the ability of mutual funds to pay for our travel expenses. Heritage does not receive, directly or indirectly, compensation from investment advisors that it recommends or selects for its clients. ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING Heritage has adopted and maintains an investment policy relative to personal securities transactions. This investment policy is part of Adviser’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Heritage’s employee that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940 and similar state laws, Heritage also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by Heritage or any person associated with Heritage. The Code of Ethics requires, among other things, that all employees of Heritage: • Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets; • Place the integrity of the investment profession, the interests of clients, and the interests of Heritage above one’s own personal interests; 20  • Adhere to the fundamental standard that you should not take inappropriate advantage of your position; • Avoid or disclose any actual or potential conflict of interest; • Conduct all personal securities transactions in a manner consistent with this policy; • Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities; • Practice and encourage others to practice in a professional and ethical manner that will reflect credit on yourself and the profession; • Promote the integrity of, and uphold the rules governing, capital markets; • Maintain and improve your professional competence and strive to maintain and improve the competence of other investment professionals; and • Comply with applicable provisions of the federal securities laws. Employee Trading Employees of Heritage may buy and sell the same securities in their own personal accounts as those in client accounts. This practice may create a situation where the Adviser and/or representatives of the Adviser are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Adviser did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Adviser’s clients) and other potentially abusive practices. The Adviser and/or representatives of the Adviser may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Adviser and/or representatives of the Adviser are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated below, Heritage Wealth Advisor’s Code of Ethics helps Heritage monitor the personal securities transaction and securities holdings of each of Heritage’s employees. To avoid any potential conflicts of interest involving personal trades, Heritage Wealth Advisor’s Code of Ethics requires employees to: • Pre-clear certain personal securities transactions; • Report personal securities transactions on at least a quarterly basis; and • Provide Heritage with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) over which such employees have a direct or indirect beneficial interest. Employees of Heritage are prohibited from: • Trading opposite of the company’s recommendations or front-running client accounts, which is a practice generally understood to be employees personally trading ahead of proposed client transactions • Engaging in short-term trades of mutual fund shares, also known as market timing • Engaging in the following insider trading activities: o Trading by an insider while in possession of material non-public information. 21  o Trading by a non-insider while in possession of material non-public information. o Communicating material non-public information to others in breach of a fiduciary duty Neither Heritage nor any related person of Heritage recommends, buys, or sells for client accounts, securities in which Heritage or any related person of Heritage has a material financial interest. As disclosed above, however, Heritage has a material financial interest in the Private Funds. The terms and conditions for participation in the Private Funds, including management fees, conflicts of interest, and risk factors, are set forth in the Private Funds’ offering documents. As described in Item 4, Heritage’s wholly owned subsidiaries, Heritage PF GP, LLC and MA Investors Management, LLC, are General Partners or Managing Member, as applicable, of the Private Funds. Heritage and certain applicable employees also invest in the Private Funds and therefore have a financial interest in the products it recommends for its clients. While there may be the appearance of a conflict of interest, Heritage does not believe an actual conflict exists due to the fee structures disclosed in Item 5 of this Brochure. In addition, clients are not required to invest in the Private Funds. ITEM 12 – BROKERAGE PRACTICES Custodial Firm Selection Heritage typically utilizes the services of Fidelity and Charles Schwab to custody client assets. Heritage will assist clients in selecting which custodian to use after evaluating the client’s preferences, anticipated trading patterns, and fees. Heritage does not receive compensation or other incentives for recommending a custodian to a client. Prior to engaging Heritage to provide investment management services, the client will be required to enter into a formal Investment Advisory Agreement with Heritage setting forth the terms and conditions under which Heritage shall manage the client's assets, and a separate custodial/clearing agreement with each designated broker- dealer/custodian. Factors that Heritage considers in recommending Schwab or Fidelity (or any other broker- dealer/custodian to clients) include historical relationship with Heritage, financial strength, reputation, execution capabilities, pricing, research, and service. Broker-dealers such as Schwab can charge transaction fees for effecting certain securities transactions (See Item 4 above). To the extent that a transaction fee will be payable by the client to Schwab or Fidelity, the transaction fee shall be in addition to Heritage’s investment advisory fee referenced in Item 5 above. To the extent that a transaction fee is payable, Heritage shall have a duty to obtain best execution for such transaction. However, that does not mean that the client will not pay a transaction fee that is higher than another qualified broker-dealer might charge to effect the same transaction where Heritage determines, in good faith, that the transaction fee is reasonable. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker- dealer’s services, including the value of research provided, execution capability, transaction rates, and responsiveness. Accordingly, although Heritage will seek competitive rates, it may not necessarily obtain the lowest possible rates for client account transactions. 22  Charles Schwab Charles Schwab provides Heritage and its clients with access to its institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to retail customers. Schwab also makes available various support services. Some of these services help Heritage manage or administer clients’ accounts while others help manage and grow our business. These support services are generally available on an unsolicited basis and at no charge to the firm as long as Heritage keeps a total of at least $10 million of clients’ assets in accounts at Schwab. The availability of Schwab’s products and services is not based on Heritage giving particular investment advice, such as buying particular securities for clients. Services that Benefit Our Clients. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and the custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Services that May Not Directly Benefit Our Clients. Schwab also makes available other products and services that benefit the firm but may not directly benefit a client. These products and services assist us in managing and administering clients’ accounts. They include investment research from Schwab and that of third parties. We may use this research to service all or some substantial number of clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provides access to client account data (such as duplicate trade confirmations and account statements); Provides pricing and other market data; Facilitates payment of our fees from clients’ accounts; and • • • Assists with back-office functions, recordkeeping and client reporting. Services that Generally Benefit Only Heritage. Schwab also offers other services intended to help Heritage manage and further develop its business enterprise. These services include: Educational conferences and events; Technology, compliance, legal, and business consulting; Publications and conferences on practice management and business succession; and • • • • Access to employee benefits providers, human capital consultants and insurance providers. Schwab may provide some of these services. In other cases, they will arrange for third-party vendors to provide the services to Heritage. Schwab may also discount or waive their fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits such as occasional business entertainment of our personnel. Heritage and Charles Schwab are not affiliates. As a result of receiving such services for no additional cost, Heritage may have an incentive to continue to use or expand the use of Schwab's services. Heritage examined this potential conflict of interest when it chose to enter into the relationship with Schwab and has determined that the relationship is in the best interests of the firm’s clients and satisfies its client obligations, including its duty to seek best execution. A client may pay a commission that is higher than 23  another qualified broker-dealer might charge to effect the same transaction where Heritage determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker- dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Heritage will seek competitive rates, to the benefit of all clients, it may not necessarily obtain the lowest possible commission rates for specific client account transactions. Heritage and Charles Schwab are not affiliates. Fidelity Heritage also has an arrangement with National Financial Services LLC, and Fidelity Brokerage Services LLC (together with all affiliates, "Fidelity") through which Fidelity provides Heritage with Fidelity's "platform" services. The platform services include, among others, brokerage, custodial, administrative support, record keeping and related services. Fidelity charges brokerage commissions and transaction fees for effecting certain securities transactions (i.e., transactions fees are charged for certain no-load mutual funds, commissions are charged for individual equity and debt securities transactions). Fidelity enables Heritage to obtain many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges. Fidelity’s commission rates are generally considered discounted from customary retail commission rates. However, the commissions and transaction fees charged by Fidelity may be higher or lower than those charged by other custodians and broker- dealers. Heritage does not receive any of the commissions that Fidelity charges. As part of the arrangement, Fidelity also makes available to Heritage, at no additional charge, certain research and brokerage services, including research services obtained by Fidelity directly from independent research companies. In other cases, they will arrange for third-party vendors to provide the services to us. Fidelity may also discount or waive their fees for some of these services or pay all or a part of a third party’s fees. Fidelity may also provide us with other benefits such as occasional business entertainment of our personnel. As a result of receiving such services for no additional cost, Heritage may have an incentive to continue to use or expand the use of Fidelity's services. Heritage examined this potential conflict of interest when it chose to enter into the relationship with Fidelity and has determined that the relationship is in the best interests of the firm’s clients and satisfies its client obligations, including its duty to seek best execution. A client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where Heritage determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broke-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Heritage will seek competitive rates, to the benefit of all clients, it may not necessarily obtain the lowest possible commission rates for specific client account transactions. Heritage and Fidelity are not affiliates. Discount on eMoney Products and Services. Heritage has entered into a contractual relationship with eMoney Advisor, Inc. (“eMoney”) to license technology products and services 24  from eMoney (the “eMoney Services”). The eMoney Services assist Heritage in running its operations more efficiently and help enhance and improve Heritage’s communication with its clients. Fidelity has agreed to subsidize a portion of the cost of the eMoney Services as part of its overall business relationship with Heritage (the “Subsidy”). As a result of the Subsidy, Heritage may have a potential conflict of interest with respect to its decision to use Fidelity for execution, custody and clearing for certain client accounts, and Heritage may have a potential incentive to suggest the use of FBS and its affiliates to its advisory clients. However, entering into a contractual relationship with eMoney does not limit Heritage’s duty to select brokers on the basis of best execution. While Fidelity may provide the Subsidy, it is not a party to the contract between Heritage and eMoney. Further, there is no form of legal partnership, agency, affiliation, or similar relation- ship between Heritage and Fidelity Investments, nor is such a relationship created or implied in the provisions of the Subsidy. Directed Brokerage Heritage does maintain a small amount of directed brokerage arrangements (when a client requires that account transactions be effected through a specific broker-dealer). In such client directed arrangements, the client will negotiate terms and arrangements for their account with that broker-dealer, and Heritage will not seek better execution services or prices from other broker-dealers or be able to “batch” the client's transactions for execution through other broker-dealers with orders for other accounts managed by Heritage. As a result, client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. In the event that the client directs to effect securities transactions for the client's accounts through a specific broker-dealer, the client correspondingly acknowledges that such direction may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that may be available through Heritage. Higher transaction costs adversely impact account performance. Transactions for directed accounts will generally be executed following the execution of portfolio transactions for non-directed accounts. Block Trading When placing trades, orders for the same security entered on behalf of more than one client using the same custodian will generally be aggregated (bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders; filled orders shall be allocated separately from subsequent orders. All clients participating in each aggregated order shall receive the average price and if applicable, pay a pro rata portion of commissions. Transactions are usually aggregated to seek a more advantageous net price and/or to obtain better execution for all clients. If an aggregated order is executed in its entirety, it will be allocated in accordance with the allocation established for the trade. If the order is partially filled, we will, to the extent practicable, allocate the order on a pro rata basis among participating accounts, which may be subject to rounding to ensure that accounts receive round lots. When pro rata allocation is not practicable, we will allocate the order in a fair and equitable manner as determined by Heritage. 25  ITEM 13 – REVIEW OF ACCOUNTS Heritage monitors client accounts on an ongoing basis to ensure positioning relative to short- and long-term allocation targets. Client accounts will be reviewed as economic and market environments warrant or if a client’s personal financial situation changes. Where applicable, client accounts are also reviewed to harvest tax losses on a periodic basis. During an account review, Heritage considers each client’s appropriate risk and return parameters, whether the account should be rebalanced, and cash flow needs of the client. The underlying investments within client accounts are reviewed periodically throughout the year. For additional information about the review of accounts’ underlying investments, please see the section on Methods of Analysis, Investment Strategies and Risk of Loss. Client account reviews are conducted by the firm’s Investment and Relationship Managers. Heritage provides written consolidated quarterly performance reports to clients regarding their investment accounts. These reports are in addition to account statements provided by the custodian, the firm’s custodians. Private Fund investors will also receive separate fund statements from the third-party private fund administrators reflecting fund performance and the value of their capital account. ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION As referenced in Item 12.A.1 above, Heritage receives economic benefits from Charles Schwab and Fidelity. Heritage, without cost (and/or at a discount), receives support services and/or products from Fidelity. Heritage’s clients do not pay more for investment transactions effected and/or assets maintained at Fidelity as a result of this arrangement. There is no corresponding commitment made by Heritage to Charles Schwab, Fidelity or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. Heritage occasionally offers professional referrals to clients for services it does not provide such as legal services, insurance, banking services, etc. The firm does not receive any financial incentive for providing these referrals. Heritage does not compensate any promoters in connection with client referrals. Other professionals or clients occasionally refer prospective clients to Heritage. Other professionals or clients are never compensated for referring a prospective client to the firm. 26  ITEM 15 – CUSTODY Client assets are held by an independent qualified custodian which sends at least quarterly client account statements. Heritage encourages its clients to carefully review the statement and confirmations sent to them by their custodian, and to compare the information on their quarterly report prepared by Heritage against the information provided by the custodian. As previously disclosed under “Fees and Compensation,” Heritage may deduct fees directly from the client’s brokerage or custodial account, pursuant to the written agreement between Heritage and the client. Clients will receive a statement directly from either Schwab or Fidelity itemizing the fees deducted from their accounts. The invoice will also state that the fee was not independently calculated or verified by the custodian. Heritage assists clients with the transfer of their assets between two or more of a client’s accounts maintained at the client’s custodian or maintained with multiple custodians. This ability to transfer a client’s assets between the client’s accounts, provided the client has authorized the adviser in writing to make such transfers, causes Heritage to exercise limited custody over these funds or securities. Heritage is deemed to have limited custody of clients’ assets due to standing letters of authorization, where a client may grant Heritage the authority to direct custodians to disburse funds to one or more third party accounts, including taxing authorities for certain tax payments. Heritage is subject to annual audits by an independent public accountant registered with the Public Company Accounting Oversight Board because Heritage offers a bill-paying service to certain clients, and makes estimated quarterly tax payments on behalf of its clients. Heritage is also deemed to have custody with respect to the Private Funds by virtue of the fact that Heritage’s affiliates, MA Investors Management, LLC and Heritage PF GP, LLC, serve as the general partner or manager, as applicable, to the Private Funds. Each of the Private Funds is audited annually by an independent public accountant which is registered with the Public Company Accounting Oversight Board, in accordance with its rules. Also, the audited financial statements of each Private Fund are prepared in accordance with Generally Accepted Accounting Principles and are distributed to each client within 180 days of the end of the fiscal year. ITEM 16 – INVESTMENT DISCRETION The client can determine to engage Heritage to provide investment advisory services on a discretionary basis. Prior to Heritage assuming discretionary authority over a client’s account, the client shall be required to execute an Investment Advisory Agreement, naming the Adviser as the client’s attorney and agent in fact, granting the Adviser full authority to buy, sell, or otherwise effect investment transactions involving the assets in the client’s name found in the discretionary account. Heritage exercises discretionary authority of over the Private Funds. 27  Clients who engage the Adviser on a discretionary basis may, at any time, impose restrictions, in writing, on the Adviser’s discretionary authority (e.g., limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe the Adviser’s use of margin). ITEM 17 – VOTING CLIENT SECURITIES It is the policy of Heritage not to vote proxies on behalf of clients. Heritage will allow Independent Managers to vote proxies for clients. In the event an Independent votes proxies for clients, a summary of the manager’s proxy voting policy is included in the manager’s disclosure brochure, Form ADV Part 2. Clients will receive proxies by mail or email from the custodian holding the securities and are able to vote on these proxies on their own behalf. Clients may wish to have their proxies voted by an independent third party or other named fiduciary or agent, at the client’s cost. With respect to certain clients, Heritage will leverage the services of Glass Lewis for proxy voting services. Heritage, in conjunction with the services provided by Glass, Lewis, shall monitor corporate actions of individual issuers and investment companies consistent with Heritage’s fiduciary duty to vote proxies in the best interests of its clients. With respect to individual issuers, Heritage may be solicited to vote on matters including corporate governance, adoption or amendments to compensation plans (including stock options), and matters involving social issues and corporate responsibility. With respect to investment companies (e.g., mutual funds), Heritage may be solicited to vote on matters including the approval of advisory contracts, distribution plans, and mergers. Heritage (in conjunction with the services provided by Glass, Lewis) shall maintain records pertaining to proxy voting as required under the Advisers Act. Information pertaining to how Heritage voted on any specific proxy issue is also available upon written request. Heritage will provide a copy of the full Proxy Voting Policy to clients or prospective clients upon request. ITEM 18 – FINANCIAL INFORMATION Heritage does not solicit fees of more than $1,200, per client, six months or more in advance. Heritage is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. Heritage has not been the subject of a bankruptcy petition. ANY QUESTIONS: Heritage’s Chief Compliance Officer, Tina Leiter, remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 28