CRS Form

FORM DATE: DECEMBER 13, 2021

This form is intended to provide a summary of the business practices and services provided by NUCLO WEALTH LLC (“NUCLO”). Should you have any questions about the contents of this form please do not hesitate to contact us at 281 857-6435. The information herein has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. The registration as an investment adviser does not imply a certain level of skill or training. Additionally, free and simple tools are available to research firms and financial professionals at Investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing.

ITEM 1. INTRODUCTION

NUCLO is an investment adviser registered with the Securities and Exchange Commission (SEC). We provide investment advisory services to our clients through various types of discretionary and non-discretionary accounts in accordance with each client’s investment objectives. Discretionary accounts provide NUCLO the authority to make investment decisions on behalf of the client. Non-discretionary accounts, on the other hand, leave the ultimate decision regarding the purchase or sale of investments solely on the client. Investment activities focus on investments in various kinds of assets and securities in a variety of markets that are intended to fit the client’s objectives, strategies, and risk profile as described by each client. As an investment advisor, the Firm’s principal business is to provide fee-based investment advisory services. It is important for the retail investor to know that the fees paid to us and the services we provide to you are different from the fees and services associated with your bank or broker-dealer. NUCLO will provide investment advisory services and ongoing portfolio management services and will not provide other administrative services. At no time will NUCLO accept or maintain custody of a client’s funds or securities.

There are available free and simple tools you may utilize to inform yourself further and research our firm and/or our financial advisors. You may do so at Investor.gov/CRS, which also provides educational material about broker-dealers, investment advisers and investing. We encourage you to use these tools before you make an investment decision.

ITEM 2. RELATIONSHIPS AND SERVICES

Q: “What investment services and advice can you provide me?”

At NUCLO, we evaluate your investment profile as well as your current investments and determine whether these complement each other. We will meet with you to determine your investment objectives, risk tolerance, and other relevant information. Using this information, we gather at the beginning of our advisory relationship, we outline your current investment profile, or Investment Policy Statement, (income, tax levels, and risk tolerance levels). We will use the investment policy statement to implement an investment strategy in accordance. In some cases, we may modify the portfolio based on the client’s individual needs, financial objectives and risk tolerance. NUCLO’s cumulative minimum account is $500,000. However, based on facts and circumstances NUCLO may, at its sole discretion, accept accounts with a lower value. Once we assess an investment strategy for you and, as a standard service, we will monitor your portfolio’s performance on an ongoing basis and will rebalance the portfolio as required by changes in the model, market conditions and in your financial circumstances.  Detailed information regarding our services, fees and other disclosures can be found in our Form ADV Part 2A Items 4, 7, and 8 via the following link: https://adviserinfo.sec.gov/firm/brochure/317730.

As a retail investor, you may ask us the following questions to start a conversation about relationships and services: “Given my financial situation, should I choose an investment advisory service? Why or why not?” “How will you choose investment to recommend to me?” “What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?”

ITEM 3. FEES, COSTS, CONFLICTS AND STANDARD OF CONDUCT

Q: What fees will I pay?

NUCLO offers advisory services for a fee that is set in and governed by the Advisory Agreement between you, as the
Client, and NUCLO, as the Investment Advisor. The following summarizes the principal fees and costs associated
with engaging our firm for investment advisory services. For detailed information, refer to our Form ADV Part 2A, Items
5 and 6 via the following link: https://adviserinfo.sec.gov/firm/brochure/317730.

Fees are paid, on a either a monthly or quarterly basis, in arrears or in advance, at the client’s discretion and as agreed in the advisory agreement, based on the gross asset value of the financial assets managed by the Firm as of the last business day of each period, or calculated based on the official value of the accounts  or portfolios as reported by the financial institutions that act as brokers, and/or custodians for you, the Client.

As a retail investor, you may ask a financial professional the following questions to start a conversation about the impact of fees and costs to your investments: “Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?”

The fees charged to each client are a function of the type and size of the client’s portfolio. These fees range from 0.20% to 2.00% per annum. These fees may be negotiated by the advisor under unusual circumstances, at the sole discretion

of the advisor. Generally, asset management fees will automatically be deducted from the client’s account on a quarterly basis by the broker-dealer where you have your account, except for those accounts with a Performance Fee Agreement. The Firm may also provide certain specified services for a fixed, non-asset-based fee. Clients may negotiate the fees they agree to pay for this specified service as they vary depending on the nature and complexity of services to be provided. If you have a net worth greater than $2,200,000, you may qualify, and elect to pay, a fee based on the capital gains in your account(s), known as a “Performance Fee”. Ask us about the requirements, terms, and conditions applicable to Performance- based advisory fees. Clients that are paying a performance-based fee should be aware that investment advisors have an incentive to invest in riskier investments when paid a performance- based fee due to the higher risk/higher reward attributes. All fees paid to the Firm for investment advisory services are separate and distinct from brokerage commissions, transaction fees, custodian fees and custodian charges, and other costs and expenses related to your investment account and securities transactions. These transaction charges are paid to, and retained by, the account custodian for its clearance and execution services. We do not receive any portion of these commissions, fees, or costs. It is important to note that you will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying as well as material risks that are associated with our investment strategies.

Q. “What are your legal obligations to me when acting as my investment advisor? How else does your firm make money and what conflicts of interest do you have?”

When we act as your investment adviser, we must act in your best interest and not put our interests ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the investment advice, we provide you. Here are two examples to help you understand what this means: Performance Fees. Clients that are paying a performance-based fee should be aware that investment advisors have an incentive to invest in riskier investments when paid a performance-based fee due to the higher risk/higher reward attributes.

Q. How might your conflicts of interest affect me, and how will you address them?

To address and mitigate potential conflicts of interests, NUCLO has developed written policies and a Code of Ethics. We will notify you in case additional conflicts ever arise. Refer to our Form ADV Part 11A via the following link: https://adviserinfo.sec.gov/firm/brochure/317730 to help you understand what conflicts exist.

Q. How do your financial professionals make money?

NUCLO’s compensation for investment professionals is based on individual arrangements with each employee. Our
Advisors may receive a fixed salary, a variable compensation based on their assets under management and the advisory
fees charged to our clients or a combination of both.

ITEM 4. DISCIPLINARY HISTORY

Q. Do your financial professionals have legal or disciplinary history?

No, NUCLO does not have any required disclosures under this item that are material to a client’s evaluation of our advisory business or the integrity of our management. Disciplinary history can be found on FINRA’s BrokerCheck system
at www.finra.org/brokercheck and/or the SEC’s website at www.adviserinfo.sec.gov. You may find detailed information by
typing the representative’s name and downloading the full report, read under “Disclosure Event Details”. Additional
information about this Form CRS is available at investor.gov/crs

As a retail investor, you may ask a financial professional the following question to start a conversation: As a financial professional, do you have any disciplinary history? For what type of conduct?

ITEM 5. ADDITIONAL INFORMATION

You can find additional information about your investment advisory services and request a copy of the relationship summary by contacting us at 281 857-6435 or at info@nuclowealth.com. You can also find additional information about NUCLO   on the SEC’s website at www.adviserinfo.sec.gov.

As a retail investor, you may ask a financial professional the following question to start a conversation about contacts and complaints: “Who is my primary contact person? I he or she a representative of an investment adviser or a broker-dealer? Who can I talk to if I have concerns about how this person is treating me?