Geneos Wealth Management, Inc.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT REPRESENTATIVES LOCATED AT A BRANCH OFFICE OF THE FIRM PARTICIPATED IN THE EXECUTION OF SECURITIES TRANSACTIONS, NAMELY INVESTMENTS IN THE FORM OF LIMITED PARTNERSHIP INTERESTS, AS PART OF THEIR DISCLOSED OUTSIDE ADVISORY ACTIVITIES AND THE FIRM FAILED TO SUPERVISE THESE TRANSACTIONS AND RECORD THEM ON THE FIRM'S BOOKS AND RECORDS. THE FINDINGS STATED THAT THE REPRESENTATIVES' PARTICIPATION INCLUDED, BUT WAS NOT LIMITED TO, MEETING WITH AND RECOMMENDING THE UNDERLYING SECURITIES TO CUSTOMERS, PROVIDING CUSTOMERS WITH COPIES OF THE PRIVATE PLACEMENT MEMORANDUM AND RELATED PAPERWORK, ASSISTING CUSTOMERS WITH COMPLETING THE INVESTMENT PAPERWORK, ACCEPTING THE COMPLETED PAPERWORK AND INVESTMENT FUNDS, AND RECEIVING COMPENSATION. Status: Final Sanction Detail: THE FIRM WAS CENSURED AND FINED $12,500 Summary: THE FIRM WAS FINED $12,500 ON 10/30/2015 AND THE MATTER IS CLOSED.

Allegations: IN CONNECTION WITH LJM PRESERVATION AND GROWTH FUND, FINRA ALLEGED THAT THE FIRM DID NOT HAVE A REASONABLE SUPERVISORY SYSTEM FOR ALTERNATIVE MUTUAL FUNDS. IN CONNECTION WITH GPB CAPITAL, FINRA ALLEGED THAT THE FIRM NEGLIGENTLY FAILED TO TELL THREE INVESTORS MATERIAL INFORMATION REGARDING THE OFFERING. Status: Final Sanction Detail: FINE OF $150,000 RESTITUTION OF $250,710.41 PLUS PREJUDGMENT INTEREST FROM MARCH 29, 2018 UNTIL FEBRUARY 28, 2019. FINE PAID 4/4/2022 Summary: IN CONNECTION WITH LJM PRESERVATION AND GROWTH FUND, FINRA ALLEGED THAT THE FIRM DID NOT HAVE A REASONABLE SUPERVISORY SYSTEM FOR ALTERNATIVE MUTUAL FUNDS. THE FIRM DID NOT ADMIT OR DENY THE ALLEGATIONS, BUT ON MARCH 18, 2022 AGREED TO A CENSURE, A FINE AND RESTITUTION IN THE AMOUNT SET FORTH ABOVE. THE FIRM ALSO AGREED TO IMPLEMENT POLICIES, PROCEDURES, AND INTERNAL CONTROLS TO ADDRESS THE ALLEGATIONS MADE BY FINRA. IN CONNECTION WITH GPB CAPITAL, FINRA ALLEGED THAT THE FIRM NEGLIGENTLY FAILED TO TELL THREE INVESTORS MATERIAL INFORMATION REGARDING THE OFFERING. THE FIRM DID NOT ADMIT OR DENY THE ALLEGATIONS, BUT ON MARCH 18, 2022 AGREED TO A CENSURE AND FINE.

Allegations: THE CALIFORNIA DEPARTMENT OF INSURANCE ASSERTED VARIOUS CLAIMS AGAINST THE FIRM ARISING FROM FOUR DISCIPLINARY ACTIONS INVOLVING THE FIRM DATING BACK TO 2006. THE DEPARTMENT OF INSURANCE ASSERTED THAT ALLEGED CONDUCT RELATING TO THESE PRIOR ACTIONS CONSTITUTED BREACHES OF CERTAIN PROVISIONS OF THE CALIFORNIA INSURANCE CODE. Status: Final Sanction Detail: $5000 WAS PAID TO REIMBURSE INSURANCE COMMISSION FOR ITS COSTS. Summary: FIRM REC'D AN ACCUSATION ALLEGING CERTAIN CAUSES FOR DISCIPLINE. THE FIRM DENIES THE ACCUSATIONS, BUT AGREED TO THE ORDER TO COVER THE DEPARTMENT COSTS. NO FINDINGS, NO SANCTIONS ETC. IMPOSED ON THE FIRM.

Allegations: SEC ADMIN RELEASE 34- 83003, IA RELEASE 4877 / APRIL 6, 2018: THE SECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTED AGAINST GENEOS WEALTH MANAGEMENT, INC. ("GENEOS" OR "RESPONDENT"). ON THE BASIS OF THIS ORDER AND RESPONDENT'S OFFER, THE COMMISSION FINDS THAT THESE PROCEEDINGS ARISE FROM A SERIES OF FAILURES BY GENEOS, A REGISTERED INVESTMENT ADVISER AND BROKER-DEALER, IN CONNECTION WITH ITS MUTUAL FUND SHARE CLASS SELECTION PRACTICES AND ITS RECEIPT OF REVENUE SHARING PAYMENTS. FIRST, FROM FEBRUARY 2012 THROUGH APRIL 2017 (THE "RELEVANT 12B-1 PERIOD"), GENEOS INVESTED CERTAIN ADVISORY CLIENTS IN MUTUAL FUND SHARE CLASSES THAT CHARGED 12B-1 FEES WHEN THESE CLIENTS WERE ELIGIBLE TO INVEST IN CHEAPER SHARE CLASSES OF THE SAME FUNDS THAT DID NOT CHARGE SUCH FEES. GENEOS FINANCIALLY BENEFITTED FROM INVESTING ADVISORY CLIENTS IN MUTUAL FUND SHARE CLASSES WITH HIGHER FEES, WHICH CREATED A CONFLICT OF INTEREST THAT GENEOS FAILED TO ADEQUATELY DISCLOSE IN ITS FORMS ADV, PART 2A ("FIRM BROCHURES") OR OTHERWISE. IN ITS CAPACITY AS A BROKER-DEALER, GENEOS RECEIVED AT LEAST $1,047,617.50 IN 12B-1 FEES BASED ON ITS ADVISORY CLIENTS' INVESTMENTS IN THE HIGHER-FEE SHARE CLASSES. GENEOS' PRACTICE OF INVESTING ADVISORY CLIENTS IN MUTUAL FUND SHARE CLASSES THAT CHARGED 12B-1 FEES RATHER THAN CHEAPER SHARE CLASSES OF THE SAME FUNDS WAS ALSO INCONSISTENT WITH ITS DUTY TO SEEK BEST EXECUTION. SECOND, FROM FEBRUARY 2012 THROUGH JANUARY 2018 (THE "RELEVANT REVENUE SHARING PERIOD"), GENEOS FAILED TO DISCLOSE TO ITS CLIENTS COMPENSATION THAT IT RECEIVED THROUGH AGREEMENTS WITH TWO THIRD-PARTY BROKER-DEALERS ("CLEARING BROKERS") AND CONFLICTS ARISING FROM THAT COMPENSATION. PURSUANT TO THE AGREEMENTS, THE CLEARING BROKERS AGREED TO SHARE WITH GENEOS CERTAIN REVENUES THAT THE CLEARING BROKERS RECEIVED FROM THE MUTUAL FUNDS IN THE CLEARING BROKERS' NO-TRANSACTION-FEE MUTUAL FUND PROGRAMS ("NTF PROGRAMS"). THESE PAYMENTS, TOTALING $386,185.77, CREATED A CONFLICT OF INTEREST IN THAT THEY PROVIDED A FINANCIAL INCENTIVE FOR GENEOS TO FAVOR THE MUTUAL FUNDS IN THE NTF PROGRAMS OVER OTHER INVESTMENTS WHEN GIVING INVESTMENT ADVICE TO ITS ADVISORY CLIENTS. FINALLY, GENEOS FAILED TO ADOPT WRITTEN POLICIES AND PROCEDURES REASONABLY DESIGNED TO PREVENT VIOLATIONS OF THE ADVISERS ACT AND THE RULES THEREUNDER IN CONNECTION WITH ITS MUTUAL FUND SHARE CLASS SELECTION PRACTICES AND ITS REVENUE SHARING ARRANGEMENTS WITH THE CLEARING BROKERS. AS A RESULT OF THE CONDUCT, GENEOS WILLFULLY VIOLATED SECTIONS 206(2), 206(4), AND 207 OF THE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER. Status: Final Sanction Detail: RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2), 206(4), AND 207 OF THE ADVISERS ACT AND RULE 206(4)-7, IS CENSURED, SHALL PAY A SUM OF $1,433,803.27 IN TOTAL DISGORGEMENT AND A SUM OF $124,318.86 IN TOTAL PREJUDGMENT INTEREST, SHALL PAY A CIVIL MONEY PENALTY FOR $250,000, AND SHALL COMPLY WITH THE UNDERTAKINGS AS ENUMERATED IN THE OFFER. Summary: IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS, RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE OFFER) WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATE IN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO IN THE RESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THAT RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2), 206(4), AND 207 OF THE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER AND IS CENSURED. RESPONDENT SHALL PAY DISGORGEMENT OF $1,047,617.50 AND PREJUDGMENT INTEREST OF $87,511.57, TOTALING $1,135,129.07 TO COMPENSATE ADVISORY CLIENTS THAT WERE AFFECTED BY THE CONDUCT. IN ADDITION, RESPONDENT SHALL PAY ADDITIONAL DISGORGEMENT AMOUNTS OF $386,185.77 AND PREJUDGMENT INTEREST OF $36,807.29, TOTALING $422,933.06, TO THE COMMISSION FOR TRANSFER TO THE GENERAL FUND OF THE UNITED STATES TREASURY, THEREFORE, RESPONDENT SHALL PAY A SUM OF $1,433,803.27 IN TOTAL DISGORGEMENT AND A SUM OF $124,318.86 IN TOTAL PREJUDGMENT INTEREST. RESPONDENT SHALL PAY A CIVIL MONEY PENALTY FOR $250,000 TO THE COMMISSION FOR TRANSFER TO THE GENERAL FUND OF THE UNITED STATES TREASURY. RESPONDENT SHALL COMPLY WITH THE UNDERTAKINGS AS ENUMERATED IN THE OFFER. GENEOS WILLFULLY VIOLATED SECTIONS 206(2), 206(4), AND 207 OF THE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER.