TRUNORTHWEALTH PARTNERS

Form ADVPart 2AMarch2020

TruNorth Wealth Partners, LLC • 30 East 7th Street, Suite 3050 • St. Paul, MN 55101 • 651-735-5878

www. trunorthwealthpartners. com

Advisory Business ............................................................. 1

Fees and Compensation ............................................... 2

Performance- Based Fees and

Side- By-Side Management ............................................ 3

Types of Clients ................................................................ 3

Methods of Analysis, Investment Strategies

and Risk of Loss ................................................................ 3

Disciplinary Information................................................... 4

Other Financial Industry Activities

and Affiliations ................................................................. 5

Code of Ethics, Participation or Interest in

Client Transactions and Personal Trading .................... 5

Brokerage Practices ....................................................... 5

Review of Accounts ....................................................... 8

Client Referrals and Other Compensation .................. 8

Custody ............................................................................ 8

Investment Discretion ..................................................... 8

Voting Client Securities .................................................. 9

Financial Information ..................................................... 9

TruNorth’ s Privacy Policy................................................. 9

This Brochure provides informationabout the qualifications andbusiness practices of TruNorthWealth Partners, LLC.

If you have any questions aboutthe contents of this Brochure,

please contact Peter Rekstadat 651- 735-5878. The informationin this Brochure has not beenapproved or verified by theUnited States Securities andExchange Commission or byany state securities authority.

Material Changes

In the future, pursuant to SEC Rules, we will ensure that you receive asummary of any material changeswithin 120 days of the close of ourbusiness’ fiscal year. We will alsoprovide other ongoing disclosureinformation about materialchanges or new information asnecessary. We will always provideyou with a current brochure at anytime without charge which maybe requested by contacting PeterRekstad at 651- 735-5878 or email

at peter. rekstad@ trunorthwp. com.

Additional information aboutTruNorth Wealth Partners, LLC, isalso available onthe SEC’ s website at www. adviserinfo. sec.gov. TruNorthWealth Partners, LLC is a RegisteredInvestment Advisor. Registration ofan Investment Advisor does notimply any level of skill or training. The oral and writtencommunications of an Advisorprovide you with information aboutwhich you determine to hire orretain an Advisor.

www. trunorthwealthpartners. com

Table of Contents

Material Change: None

Advisory BusinessOur MissionTruNorth Wealth Partners, LLC ( TruNorth) is anindependent wealth management firm providingcounsel regarding critical decisions wherever lifeand wealth intersect. TruNorth’ s goal is to craftand implement plans that help our clients fulfill theirpurpose and achieve their mission.

Our History and OwnershipTruNorth is the continuing advisory practice owned byPeter Rekstad. Peter was previously an officer andowner of BGM TruNorth Wealth Partners, a merger oftwo firms in 2013. Prior to that, Peter was the owner ofthe original TruNorth that was established in 2005. Asof 2018, Peter Rekstad owns 82.5% and Travis Gleasonnow holds 17.5% ownership. In addition to Peter, CEOand Wealth Partner, there are five experiencedemployees in the St. Paul office, and one in theSacramento. Many members of our team havepursued and maintain professional designationsincluding four CFP®s, two CLU®/ChFC®s, and one AIF®. Staff biographies for our investment staff membersare available in TruNorth’ s Form ADV 2B thataccompanies this brochure.

Our ServicesTruNorth provides a broad range of comprehensiveinvestment advisory services including:

Financial Planning and Consulting, as well asWealth Coaching

Investment Management

Selection of Independent Managers

Foundation Fiduciary and Plan Trustee Support

TruNorth consults with you to obtain detailed financialinformation and other pertinent data to determineappropriate investment guidelines, confirm andunderstand your unique risk tolerance, and identifyother personalized factors that will assist us inascertaining the investment style of your assetmanagement account. This may include tax-relatedplanning and other non- investment matters. Weconstruct a diversified selection of portfolio investmentsand manage your portfolio to meet your investmentgoals, adapting strategies as needed with changes.

The portfolios we manage for you may includeaccounts at a custodian where we have trading abilityas well as accounts held at other financial institutionsand in employer- sponsored plans. You may holdcommon stocks and bonds in your accounts as part ofthe complete portfolio. While we do specialize in thedevelopment of bond ladders, we do not specializein research, selection and monitoring of individualstocks. Portfolios may also include accounts where

an Independent Manager is supervising and tradingindividual stocks and bonds.

Our customized approach will address any or all of thefollowing concerns and needs:

Net worth calculation: We review all assets andliabilities for potential opportunities or risks.

Tax and cash flow analysis: We review past taxesand spending to find opportunities for future taxsavings and spending needs. Future tax liabilityis always taken into account in developing theinvestment portfolio.

Retirement planning: We analyze where you aretoday and where you want to be in the future. Wethen develop income strategies and investmentportfolios to help achieve that vision.

Estate planning: We assist in developing an ongoingestate plan ( reviewed every three to five years) that may include wills, trusts, powers of attorney,healthcare directives, asset protection and multi-generational family issues. We will work with yourattorney in their drafting of the final documents.

Investment planning: We review past investmentdecisions, develop an overall asset allocation to fityour goals, and monitor that plan on an ongoingbasis.

Education planning: We analyze the costs of theeducation you want your children orgrandchildren to receieve and develop a fundingplan to achieve this goal.

Risk management: We review a family’ s needsbased on death, disability, long-term care, liability orhome/ auto risks. When needed, we will bring inoutside consultants in this analysis.

Business planning: We recognize that most businessowners intertwine their business and personal lives.We analyze the business for opportunities to buildthe wealth of the owner outside the business andto protect the business from unknown liabilities. Wewill work with your accountant and attorney in thisprocess.

Endowments and Foundations: We analyzeorganizational assets, payout policy, spendingrequirements, liquidity needs, Investment Policyand risk tolerance. We consult with you to leverageyour leadership capabilities with our capabilities,designing a plan for your short term goals andlonger term anticipated needs. We provideongoing monitoring and reporting to equip yourleadership to meet their fiduciary duties.

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TruNorth may also provide non-discretionaryinvestment management services regarding: ( 1) variable life/ annuity products that you own, (2) individual employer- sponsored retirement plans, and (3) investment accounts where we agree to notplace trades without your prior approval. In so doing, we either direct or recommend the allocation of yourassets among the various fund options that comprisethe variable life annuity product or the retirementplan. Your assets will continue to be maintained at thespecific insurance company that issued the variablelife/ annuity product which you own, or at thecustodian designated by the trustee of yourretirement plan.

Assets Under ManagementAs of 12/ 31/ 2019, TruNorth serves

473,094,089 in assets under management, with approximately $ 453,444,019 indiscretionary accounts and

19,650,070 in non-discretionary accounts.

Fees and CompensationTruNorth offers a meeting at no cost so that you candetermine if our services are right for you. We usethis meeting to discuss and understand goals andobjectives, review a prospective client’ s currentfinancial situation, and to jointly determine if aninvestment advisory relationship with TruNorth wouldbe a complimentary fit. At the time a new investmentadvisory relationship is established with TruNorth, awritten agreement specifies the terms and conditionsof the relationship. The agreement details the feesassociated with advisory services and the specificassistance to be provided by TruNorth. Fees may besubject to negotiation.

In most cases, we deduct the fees from yourinvestment accounts. In rare situations, we providea bill for the quarterly fee. In all situations, we senda quarterly invoice outlining the amount and howwe calculated the fee. For the initial quarter ofinvestment management services, the first quarter’ sfees will be calculated on a pro rata basis.

Contracts may be terminated by either party uponwritten notice. In such a case, you may receive arefund of any unearned fees during the first six monthsexcept for costs of set-up and early termination. Thereafter, fees are prorated to the amount of daysin the quarter in which you received services. A fullrefund is provided without penalty if you terminate thecontract, in writing, within five days of the agreementexecution.

Financial Planning/ Consulting, and WealthCoachingFor planning, consulting and coaching services, we

typically determine a fixed fee based on the scopeof work planned before you enter into a writtenagreement for the work. We usually collect half ofthe fee before the work begins, and the remainder isdue when we complete the work to your satisfaction. The fixed fee for this aspect of our consulting servicesranges from $1,000 to $5,000. If you engage TruNorthto provide additional planning, consulting and/ orcoaching services after delivery of the comprehensivefinancial plan, we charge a fixed fee that ranges from

1,500 to $100,000 per year depending upon the leveland scope of services provided.

Investment Management and Selection ofIndependent ManagersInvestment advisory fees will typically be a variablefee up to 1.25% of your investable assets, based onthe size, nature and complexity of the account. Ourfees are payable in advance on a quarterly basis andare based on the value ( market value, or fair marketvalue in absence of market value, plus any creditbalance or minus any debit balance) of the assetsat the end of the previous quarter. “ Assets undermanagement” includes assets held in an accountwhether or not the purchase of the assets was at therecommendation of TruNorth advisory personnel.

Organization Client SupportAs an advisor to organization clients (Foundations, Endowments, Non-Profits and Qualified RetirementPlans), TruNorth provides initial discussions andresponse to Requests for Proposal at no cost. Organizations may engage TruNorth for consultingservices and for Investment Management andSelection of Managers. Before beginning work, awritten agreement would be established to outline thescope of services and respective fees. Typical fees forthis type of support would be consistent with the priorparagraph regarding Investment Management andSelection of Independent Managers.

General InformationClients with funds ( mutual funds, ETFs, variableannuities) in their portfolios are effectively payingTruNorth and the fund advisor for the managementof the client’ s assets because funds pay advisoryfees to the fund advisor and such fees are thereforeindirectly charged to all holders of the fund shares. Clients who place fund shares under the TruNorth’ smanagement are therefore subject to both a directmanagement fee of TruNorth, the indirectmanagement fee of the fund and all applicabletrading costs.

Clients who elect to use Separately ManagedAccounts ( Independent Managers) in themanagement of their portfolio will be paying TruNorthand the selected Independent Manager for themanagement of assets. Independent Managershave the discretion to trade individual securities on

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behalf of the client, with the client’ s best interest inmind. Clients who use an Independent Manager aresubject to the direct management fee of TruNorth, theIndependent Manager’ s fee and all applicable tradingcosts.

You may make additions to and withdrawals from theaccount at any time, subject to our right to terminatean account. If you deposit assets into or withdrawfrom an account after the beginning of a quarter, the fee payable with respect to such assets may beadjusted or prorated based on the number of daysremaining in the quarter. You may withdraw accountassets, subject to the usual and customary securitiessettlement procedures. TruNorth designs its portfolios aslong-term investments, and withdrawals may impair theachievement of your investment objectives.

You may add to your accounts with cash or securities, although we reserve the right to liquidate any transferredsecurities, or decline to accept particular securities intoa client’ s account. We will consult with you about theoptions and ramifications of transferring securities. Youshould be aware that when transferred securities areliquidated, they may be subject to transaction fees, fees assessed at the mutual fund level ( i.e. contingentdeferred sales charge) and/ or tax ramifications.

A brokerage firm ( called a Custodian) holds your assetsand may charge fees for trading and custodial services, such as account, trading or service fees. Under thesection titled Brokerage Practices, we describe thefactors that we consider in selecting or recommendingbroker dealers for your transactions and determining thereasonableness of their compensation or commissionschedules.

Performance-Based Fees and Side-By-Side ManagementTruNorth does not charge any performance-based feesfees based on a share of capital gains or on capital

appreciation of the assets of a client) believing they maycreate an unintentional conflict of interest. Additionally, we do not charge side-by-side management fees.

Types of ClientsTruNorth provides services to individuals and families, endowments, foundations, trusts, estates, entrepreneurs, small business owners, and corporate executives. Inaddition, TruNorth clients may also include bankinginstitutions, corporations, pension and profit- sharing plansand domestic business entities.

Methods of Analysis, InvestmentStrategies and Risk of LossTruNorth specializes in constructing asset allocatedportfolios of managed investments. These investmentsinclude Mutual Funds, Exchange Traded Funds (ETFs) and Separately Managed Accounts (IndependentManagers). At TruNorth, we focus on designingthe allocation and selecting the managers thatselect individual securities for you. Your portfolio isdesigned with multiple asset classes, multiple styles ofmanagement, and multiple Investment Managers.

We use analysis from third parties, as well as our ownanalysis, in building your portfolio. Our underlyingassumption is that trying to time the market with yourmoney has a low chance of success. Your portfolioshould have a strategic allocation that may changegradually. We rely on economists and economicstrategists at large institutional investment firms for oureconomic outlook and asset allocation.

We analyze Investment Manager results bybenchmarking long term results using Lipper®, Morningstar®, and relevant market indexes. We alsorely on research and analysis performed by investmentmanager research firms that are independent, objective, and have no affiliation with the managersthey evaluate and recommend.

Your portfolio may include common stocks and bondsat your request. While TruNorth does specialize in thedevelopment of bond ladders and monitoring, we donot actively manage stock positions and will hold equitypositions in your portfolio only to accommodate yourinterests. You may direct us to include these securitiesin the asset allocation in place of funds that we wouldchoose.

The primary strategy that we use for client accounts isbased on a set of asset allocated model portfolios. Theportfolios are globally diversified in an effort to balanceand manage a broad array of risks and opportunities. Wewill determine the appropriate amount of portfolio riskwith you. Based on that risk level, we choose the modelthat matches your risk level, and make any modificationsnecessary in your situation. After we have invested yourportfolio in the strategy, we continually monitor the driftfrom the target allocation, and rebalance back to thetarget allocation when appropriate. The frequency oftrades will vary based on when you add or withdrawmoney from your portfolio, as well as the amount ofmarket volatility. We monitor the drift in all portfolios andmay trade in portfolios as often as monthly or infrequentlyas annually depending on the drift.

We review your target portfolio and the correspondingrisk and return opportunities with you regularly. As yoursituation changes, we will adjust the target model asappropriate.

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TruNorth may also provide advice or recommendationsabout private placements, real estate investmenttrusts ( REITs), and any type of investment you hold orare considering in your portfolio. We will discuss thestrength of our knowledge regarding other investmentsat the time you choose to review these investments. If TruNorth recommends private placement securitiesor REITs to you, we will not receive additionalcompensation but will continue to receive applicableinvestment advisory fees on the client’ s assets undermanagement. We encourage you to consult withyour tax advisor and attorney regarding the purchaseof these types of investments.

TruNorth believes it is important for each client tounderstand investing in securities involves a risk ofloss that each client should be prepared to bear. There is no assurance that an investment will providepositive performance over any period of time. Pastperformance, while important, is no guaranteeof future results, and different periods and marketconditions may result in significantly different outcomes. Specific types of risk each client should understand, asthey may be applicable to unique investment assets ina portfolio, include:

Market RiskThe market values of securities owned may decline, at times sharply and unpredictably. Market values ofequity securities are affected by a number of differentfactors, including the historical and prospectiveearnings of the issuer, the value of its assets, management decisions, and decreased demand ofan issuer’ s products or services, increased productioncosts, general economic conditions, interest rates, currency exchange rates, investor perceptions andmarket liquidity.

Economic RiskChanges in economic conditions, for example, interestrates, inflation rates, political and diplomatic eventsand trends, tax laws and innumerable other factors, can substantially and adversely affect investments.

Asset Allocation RiskAsset allocation may have a more significant effecton account value when one of the heavily weightedasset classes is performing more poorly than the others. Diversification and strategic asset allocation do notassure profit or protect against loss in declining markets.

Concentrated Portfolio RiskTo the extent a portfolio has a large portion in a singlesecurity or several securities it bears more risk becauseit is not diversified. Changes in the value of significantlyover-weighted security positions may have a muchmore substantial directional effect, either negative orpositive, on the portfolio’ s performance.

Emerging Foreign Market RiskInvestment in the securities of foreign issuers mayexperience more rapid and extreme changesin value than funds with investments solely insecurities of U.S. companies. The securities markets ofmany foreign countries are relatively small, with alimited number of companies representing a smallnumber of industries. Additionally, foreign securitiesissuers may not be subject to the same degree ofregulation as U.S. issuers. Reporting, accounting, and auditing standards of foreign countries differ, insome cases significantly, from U. S. standards. Also, nationalization, expropriation or confiscatory taxation, currency blockage, political change or diplomaticdevelopments could adversely affect investments in aforeign country.

Fixed Income RiskIncluding: interest rate risk, which is the chance thatbond prices overall will decline because of risinginterest rates; income risk, which is the chance thata strategy’ s income will decline because of fallinginterest rates; credit risk, which is the chance that abond issuer will fail to pay interest and principal in atimely manner, or that negative perceptions of theissuer’ s ability to make such payments will cause theprice of the bond to decline; and call risk, whichis the chance that during periods of falling interestrates, issuers of callable bonds may call (repay) securities with higher coupons or interest rates beforetheir maturity dates. The investment would then loseany price appreciation above the bond’ s call priceand would be forced to reinvest the unanticipatedproceeds at lower interest rates, resulting in a declinein the investment’ s income.

Non-Traded Investment RiskNon- traded investments, such as hedge funds, private equity and real estate create exposure tomarkets and investment strategies that cannot beaccessed through traditional fixed income and equitymarkets and may result in a lack of liquidity if there isno secondary market. Non- traded investments areexposed to potential loss of all or a substantial portionof the investment due to leverage ( borrowing thatmay involve using assets as collateral), short- selling orother more speculative investment practices. Returnsmay be volatile, there may be delays in tax reportingand there are typically restrictions on transferringinterests.

Disciplinary InformationRegistered investment advisors are required to discloseall material facts regarding any legal or disciplinaryevents that would be material to your evaluation ofTruNorth or the integrity of TruNorth’ s management. TruNorth has no such disclosures.

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Other Financial Industry Activitiesand AffiliationsTruNorth is not registered and does not have anapplication pending to become registered asa securities broker dealer, a futures merchant, commodity pool operator or a commodity tradingadvisor. None of our personnel are associated with abroker dealer, futures or commodity firm.

Code of Ethics, Participation orInterest in Client Transactions andPersonal TradingWe have a fiduciary duty to our clients; to act inthe best interest of each client and always placethe client’ s interests first and foremost. Acting as afiduciary according to the Advisors Act, we strive toserve at the highest fiduciary standard of care, including the avoidance, disclosure andmanagement of actual or perceived conflicts ofinterest. TruNorth takes seriously its compliance andregulatory obligations and requires all staff tocomply with such rules and regulations as well as

TruNorth’ s policies and procedures. We also striveto handle clients’ non-public information in such away to protect information from falling into handsthat have no business reason to know suchinformation and we provide clients with our PrivacyPolicy ( included as the attached supplement).

TruNorth maintains a Code of Ethics for its staff. TheCode of Ethics contains provisions for standardsof business conduct in order to comply with federalsecurities laws, personal securities reportingrequirements, pre-approval procedures for certaintransactions, code violation reporting requirements, and safeguarding of material non-public informationabout client transactions. TruNorth’s Code of Ethicsestablishes expectations for business conduct andeach employee must annually acknowledge theterms of the Code of Ethics.

Employees of TruNorth may trade for their ownaccounts in securities which are recommended toand/or purchased for our clients. The Code of Ethicsis designed to assure that the personal securitiestransactions, activities and interests of theemployees of TruNorth will not interfere with:

Making decisions in the best interest of ouradvisory clients; and

Implementing such decisions while, at the sametime, allowing employees to invest for their ownaccounts.

not interfere with the best interest of our clients. Inaddition, the Code requires pre-clearance of manytransactions, and restricts trading in close proximityto client trading activity. Nonetheless, because theCode of Ethics in some circumstances would permitemployees to invest in the same securities as clients, there is a possibility that employees might benefit frommarket activity by a client in a security held by anemployee. Employee trading is continually monitoredunder the Code of Ethics to reasonably preventconflicts of interest between TruNorth employees andour clients.

TruNorth’ s clients or prospective clients may requesta copy of the firm’ s Code of Ethics by contactingPeter Rekstad at 651-735-5878or email at peter. rekstad@trunorthwp. com.

Brokerage Practices

The Custodians and Brokers We UseYour assets must be maintained in an account ata qualified custodian; generally a brokerage firm, mutual fund company or bank. While we do nothave discretion to determine which custodian willbe used or the commission rates paid, we haverelationships with Schwab Advisor Services, a divisionof Charles Schwab & Co. (“ Schwab”) and FidelityInvestments (“Fidelity”). Both Schwab and Fidelityare registered broker dealers and SIPC members. Weare independently owned and operated and are notaffiliated with either Schwab or Fidelity.

Schwab and Fidelity maintain client brokerageaccounts for our clients and buy and sell securitieswhen we instruct them to do so, as your advisor.

While we recommend Schwab or Fidelity as qualifiedcustodians, the ultimate decision is left with you. Ifyou elect to establish an account to custody assetselsewhere, this may result in the loss of possibleadvantages derived from bunching of ordersfor several clients as a single transaction or moreattractive share classes at lower minimums. Also, even though an account is maintained at Schwab orFidelity, clients can still use other brokers to executetrades for their account.

How We Select Brokers/ CustodiansTruNorth seeks to recommend a custodian/ brokerwho will hold client assets and execute transactionson terms that are, overall, most advantageouswhen compared to other available providersand their services. The factors that we consider inrecommending Schwab and Fidelity to clients includerespective financial strength, reputation, executionquality, pricing, research, and service. Schwab andFidelity enable us to obtain many mutual funds

without transaction charges and other securities atnominal transaction charges.

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Under the Code certain classes of securities havebeen designated as exempt transactions, basedupon a determination that these would materially

TruNorth may recommend transactions in fixedincome securities. TruNorth may execute municipalbond transactions through broker dealers other thanSchwab or Fidelity depending upon the type of bondand price comparisons. Best execution is testedperiodically when similar or the same bonds appear ininventory at multiple dealers. Outside broker dealersmay act as principal on those trades.

Brokerage and Custody CostsSchwab and Fidelity are compensated by chargingcommission, collecting shareholder service fees fromMutual Fund companies, or other fees associatedwith trade execution. Schwab and Fidelity do notcharge separately for custody services. You maypay a commission that is higher than anotherqualified custodian might charge to effect the sametransaction where we determine, in good faith, thatthe commission is reasonable in relation to the valueof the brokerage and research services received. Wedetermined that having Schwab and Fidelity executemost trades is consistent with our duty to seek bestexecution. Best execution means the most favorableterms for a transaction based on all relevant factors, taking into consideration the full range of a brokerdealer’ s services, including the value of researchprovided, execution capability, commission rates, and responsiveness. Therefore, while we will seekcompetitive rates, we may not necessarily obtainthe lowest possible commission rates for every clienttransaction.

Clients that select Schwab or Fidelity to serve ascustodian of their assets may benefit from thecommission rates Schwab and Fidelity make availableto our clients. While TruNorth will execute most tradesthrough Schwab for client accounts held at Schwab, and execute most trades through Fidelity for clientsaccounts held at Fidelity, trades may be executedthrough a different broker dealer if we reasonablybelieve that an alternate broker dealer will providebest execution. Therefore, trades may be executedat different times and different prices. We periodicallyand systematically review our policies and proceduresregarding recommending broker dealers to our clientsin light of our duty to obtain best execution.

You may direct TruNorth, in writing, to use a particularbroker dealer to execute some or all of yourtransactions; also known as directed brokerage. Inthat case, you will negotiate terms and arrangementsfor the account with that broker dealer. With thesedirected brokerage arrangements, you may payhigher commissions, greater spreads or less favorablenet prices. If we agree to your request to directbrokerage, we are relieved of our obligation to seekbetter execution services or prices from other brokerdealers. Furthermore, we will be unable to “ batch” client transactions for execution through other brokerdealers with orders for other accounts managed by

TruNorth. We may decline a client’ s request to directbrokerage if, in our sole discretion, such directedbrokerage arrangements would result in undueoperational difficulties.

Batched TradesGiven the highly individualized nature of theinvestment services we provide, securities transactionsfor client accounts are generally accomplishedseparately for each account. On occasion we maydecide to purchase or sell the same securities ( stocks, bonds, and ETFs) for several clients at approximatelythe same time. Although we are not obligated to dothis, we may combine or “ batch” your order with otherclients’ orders and place one batched trade. Wedo this to obtain best execution, to negotiate morefavorable commission rates, or to allocate differencesin prices, commissions and other transaction costsfairly among multiple clients. If a batched order is filledat several prices ( which may occur in more than onetransaction), each client participating in the order willreceive the average price, which could be higher orlower than the actual price that would otherwise bepaid by the client in the absence of batching. Thetransaction costs per account are generally the samefor batched or individually executed trades. Tradeexecutions will generally be allocated among ourclients on a pro rata basis. If we determine to “batch” client orders for the purchase or sale of securities, we will not receive any additional compensation orremuneration as a result of the batching.

Partial Fill AllocationWhen a batched order is not filled in its entirety orwe determine that allocating a batch executionon a pro rata basis is not appropriate under theparticular circumstances, the allocation will bemade based upon other relevant factors, whichmay include: ( i) when only a small percentage ofthe order is executed, shares may be allocated tothe account with the smallest order or the smallestposition or to an account that is out of line withrespect to security or sector weightings relative toother portfolios, with similar mandates; ( ii) allocationsmay be given to one account if that accounthas limitations in its investment guidelines whichprohibit it from purchasing other securities whichare expected to produce similar investment resultsand can be purchased by other accounts; ( iii) if anaccount reaches an investment guideline limit andcannot participate in an allocation, shares may bereallocated to other accounts; ( iv) with respect to saleallocations, allocations may be given to accountslow in cash; ( v) in cases when a pro rata allocation ofan execution would result in a de minimis allocationin one or more accounts, TruNorth may exclude theaccount( s) from the allocation and the transactionsmay be allocated on a pro rata basis among theremaining accounts; or (vi) in cases where a smallproportion of an order is executed in all accounts,

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shares may be allocated to one or more accounts ona random basis.

As most of our clients use Schwab or Fidelity as theircustodian, the opportunity to “batch” trades forclients who have elected to direct brokerage to analternate firm is extremely limited and you shouldunderstand that you may lose the possible advantagethat clients using Schwab or Fidelity as their custodianmay derive, from the batching of orders.

Trade Error PolicyOccasionally, a trading error may occur in a client’ saccount, ( e.g., the wrong security may be bought orsold). Of course, we seek to keep these errors to aminimum. However, if a trading error is discovered, we immediately contact the broker dealer to providenotice of the error and to seek to correct it. If feasible, the trade will be canceled.

If we were responsible for the trade error, we will bearany net loss. If it is not feasible to cancel the trade, e.g., because the trade has settled), we will instruct

the broker dealer to reverse the trade. If this resultsin a net loss to you, and we were responsible for thetrade error, we will reimburse you. You will retainany net gain that results from reversing the tradeerror. If you choose not to keep a gain, we will takereasonable measures to ensure we do not benefitfrom the gain, such as making a charitable donation. As a general matter, to the extent related tradeerrors result in both gains and losses in your account, they will be netted for the purpose of determiningthe amount of overall loss or gain. With respect totrade errors in an account maintained at Schwab, itis Schwab’ s policy to retain/ absorb any gain or lossunder $ 100. Fidelity’ s policy is to not retain/ absorbany gain or loss.

Soft DollarsBroker dealers who execute securities transactionsfor our clients may also provide certain brokerageproducts and/ or services to us in exchange for thecommission revenue generated by client’ s tradingactivities. Generally, “ soft dollars” is a recognizedterm that refers to the receipt of a product or servicefrom a broker dealer or third party in exchange for thecommissions generated from executing brokeragetransactions on behalf of client accounts. Consistentwith obtaining best execution, we have enteredinto a “soft dollar” arrangement with Schwab andFidelity. The products and services received underthis arrangement assist us in monitoring your accountsand managing our overall trading and portfoliomanagement activities. Such brokerage productsand services generally will be used to service all of ourclients, but brokerage commissions paid by one clientmay be used to pay for research that is not used inmanaging that client’ s portfolio.

Specifically, TruNorth directs the trading for clienttransactions to Schwab and Fidelity. In exchangeSchwab and Fidelity provide the following productsand services without charge:

Computer software and related systems support

Receipt of duplicate client confirmations andbundled duplicate statements

Access to trading desks that exclusively provideservices to Schwab and Fidelity participants

Access to block trading functionality that providesthe ability to aggregate (“ batch”) securitiestransactions and then allocate the appropriateshares to client accounts

Access to an electronic communication networkfor client order entry and account information

Schwab or Fidelity may jointly sponsor charitableevents with TruNorth

These products and services generally benefit allclients who receive Investment Management servicesfrom TruNorth. That said, brokerage commissions paidby one client may be used to pay for products andservices not used in managing that client’ s portfolio. The receipt of brokerage products and/ or services aswell as the allocation of the benefit of such productsand/ or services poses a possible conflict of interest.

We believe that our relationship with Schwab andFidelity is multi- faceted and the soft dollar benefitsderived from Schwab and Fidelity account for onlya nominal portion of the total menu of service andsupport that Schwab and Fidelity provide to TruNorth. Nonetheless, we formally evaluate Schwab andFidelity’ s execution quality on an annual basis toidentify any issues or concerns.

Other InformationIt is TruNorth’ s policy that the firm will not affectprincipal or agency cross securities transactions forclient accounts. TruNorth will also typically not crosstrades between client accounts, unless it wouldbe mutually beneficial to both clients and in whichcase the transaction would be fully disclosed to andapproved by both clients. Principal transactionsare generally defined as transactions where anadvisor, acting as principal for its own account or theaccount of an affiliated broker- dealer, buys from orsells any security to any advisory client. An agencycross transaction is defined as a transaction where aperson acts as an investment advisor in relation to atransaction in which the investment advisor, or anyperson controlled by or under common control withthe investment advisor, acts as broker for both theadvisory client and for another person on the otherside of the transaction.

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Review of AccountsFor those clients who receive InvestmentManagement services, we monitor your portfolioson a continuous basis. We review accounts forvariations from the target allocation and cashneeds. We contact ongoing investment advisoryclients at least annually to review previous servicesand recommendations and to discuss the impactresulting from any changes in your financial situationor investment objectives.

For those to whom we provide financial planning and/or consulting services, we conduct reviews on an “ asneeded” basis. We encourage you to discuss yourneeds, goals, and objectives with us and keep usinformed of any changes in your financial situation.

We communicate with you by way of meetings, telephone calls, letters, email and portfolio reports. The frequency and mode of personal contact isflexible and usually dependent on what is needed toensure an effective working relationship.

Unless otherwise agreed upon, the broker dealer/custodian provides you with transaction confirmationnotices and regular summary account statementsdirectly. Those clients to whom we provide InvestmentManagement services may also receive a quarterlyreport from us that includes relevant account andmarket- related information, an inventory of accountholdings and account performance.

Those clients to whom we provide FinancialPlanning and Consulting services will receivereports summarizing our analysis and conclusions asrequested by the client or otherwise agreed to inwriting.

Client Referrals and OtherCompensationHistorically, TruNorth entered into an agreement thatcompensates a retired advisory practice for clientsreferred to TruNorth. The terms of this agreement arestill in place, and have not and do not impact theadvisory fees paid by the referred clients. TruNorthdoes not, at this time, enter into agreements todirectly or indirectly compensate anybody for clientreferrals. Other than the benefits from broker/ dealersdescribed earlier, the only form of compensationreceived from advisory accounts are the fees foradvisory services.

CustodyCustody is a term used to describe the role of theentity that maintains and reports on investmentassets held in client accounts. These services aretypically provided by brokerage firms or banks. Therole of a qualified custodian is highly specialized,

independently protecting each client’s assets in arole that complements the responsibilities of anadvisory firm like TruNorth. There are instanceswhere TruNorth is deemed to have custody eventhough the assets are held with a qualifiedcustodian.

Specifically, TruNorth has custody being grantedadditional authority on specific client accountsallowing TruNorth to direct a qualified custodianto withdraw assets. Because of a limited numberof special situations that are based on specificclient agreements, TruNorth has custody of someclient assets. These arrangements apply to clientaccounts where a representative of TruNorth hasbeen appointed as a Trustee, Executor/ PersonalRepresentative of an estate, or Manager of a client’ sLimited Liability Company. In these scenarios, TruNorthhas an additional obligation to contract with anapproved public accounting firm to conduct anexternal annual surprise exam of these activities.

Aside from these specific situations, TruNorth doesnot have custody of assets, except in those instanceswhere clients have authorized the automaticdeduction of periodic advisory fees directly from theiraccount. If clients wish to elect automatic paymentof advisory fees from their account, clients mustauthorize this election in the advisory contract. The qualified custodian remits the fees directly toTruNorth and records a debit transaction on eachclient quarterly account statement.

Clients receive at least quarterly statements fromthe broker dealer, bank or other qualified custodianthat holds and maintains their investment assets. Clients are urged to carefully review such statementsand compare such official custodial records tothe reports provided by TruNorth. Our reportsmay vary from custodial statements based onaccounting procedures, reporting dates, or valuationmethodologies of certain securities.

Investment Discretion

You must provide prior written authorization toestablish a discretionary account with TruNorth todetermine which securities are bought and sold andthe amount of securities to be bought or sold. Whenselecting securities and determining amounts, TruNorthobserves the investment policies, limitations andrestrictions established by each client. Investmentguidelines and restrictions must be provided toTruNorth in writing. We do not have discretion todetermine the broker to be used or the commissionpaid in executing securities transactions.

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as you see fit. Private Managers receive and voteproxies for all client assets under their management.

Financial Information

As a registered investment advisor, TruNorth is requiredto provide you with certain financial information ordisclosures about TruNorth’ s financial conditions. TruNorth has no financial commitment that impairsits ability to meet contractual and fiduciarycommitments to clients, and has not been the subjectof a bankruptcy proceeding.

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Privacy PolicyTruNorth Wealth Partners, LLC recognizes andrespects the privacy of our client relationships andis committed to maintaining the highest standardsof confidentiality. We will provide the annualPrivacy Notice to all of our clients who obtainfinancial products and services in accordancewith Title V of the Gramm-Leach-Bliley Act of 1999and its implementing regulations.

TruNorth is entrusted with, or has access to, non-public personal information about its clients andis responsible for the confidentiality and securityof that information. TruNorth recognizes andrespects the privacy expectation of its customersand will only disclose customer informationit collects to third parties (1) as authorizedor directed by a client, (2) as permitted bylaw, (3) to service providers who provideinvestment products or services to the client, 4) in connection with an audit or examination

or (5) to respond to a subpoena or similar legalprocess. Information provided to TruNorth is usedto help clients meet their personal financial goalswhile guarding against any real or perceivedinfringements of privacy rights. TruNorth’s policywith respect to personal information is statedbelow:

TruNorth maintains a hardware firewall toprotect our server from intrusion by outsideparties whereby non-public personalinformation might be accessed from outsideTruNorth.

TruNorth maintains all customer recordselectronically, and in cases where we mustmaintain paper files, they are in a secure areain locked cabinets so that access to thoserecords can be controlled. All electronicclient records are password protected.

TruNorth has a disaster recovery plan thatprovides for redundant recordkeeping.

TruNorth personnel are regularly coached onproviding a high level of professionalism to allclients, making each employee responsiblefor the security and confidentiality of clientinformation. TruNorth limits employee accessto non-public personal information to thoseemployees who have a business reason forknowing such information.

All clients receive the TruNorth Privacy Policyas part of the process for establishing a clientrelationship and thereafter in the event of anamendment.

TRUNORTHWEALTH PARTNERS

As a matter of firm policy and practice, TruNorthempowers you with full rights and authority to voteon proxy matters in connection with your individualinvestments. You are free to vote on proxy issues

Voting Client Securities

Wherever Life and Wealth Intersect

TRUNORTHWEALTH PARTNERS

St. Paul30 East 7th Street, Suite 3050St. Paul, MN 55101651-735-5878

Sacramento13405 Folsom Blvd, Suite 750

Folsom, CA 95630916-735-0100

www. trunorthwealthpartners. com