ADAMS WEALTH ADVISORS

ADAMS WEALTH MANAGEMENT LLC Part 2A Form ADV: Firm Brochure March 31, 2026 Principal Office Branch Office 701 S Main St., Suite #400 Logan, UT 84321 491 N Bluff St., Suite #200 St. George, UT 84770 This brochure provides information about the qualifications and business practices of Adams Wealth Management LLC and its registered investment adviser representatives. Any questions about the contents of this brochure may be directed to Adams Wealth Management LLC by calling (435) 514-2775 or by emailing Scott Ellingson, Chief Compliance Officer, at scott.ellingson@adams-wealth.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Registration does not imply a certain level of skill or training. Additional information about Adams Wealth Management LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. The site may be searched by a unique identifying number known as a CRD number. Adams Wealth Management LLC’s CRD number is 286087. ▪ 701 S Main St., Suite #400, Logan, UT 84321 ▪ T (435) 752-1702 ▪ www.adamswealthadvisors.com ▪ 1  ITEM 2 MATERIAL CHANGES This Part 2A of Form ADV (“Firm Brochure”), dated March 31, 2026, is our annual update brochure document. It contains information about our business practices as well as a description of potential conflicts of interest relating to our advisory business that could affect a client’s account with us. We are providing this material in accordance with Rule 204-3 of the Investment Advisers Act of 1940, which requires a registered investment adviser to provide a written disclosure statement upon entering into an advisory relationship. Full Brochure Available We will provide the latest version of the Firm Brochure as necessary when updates or new information are added, at any time, without charge. To request a complete copy of our Firm Brochure, contact us by telephone at (435) 752-1702 or by email to Scott Ellingson, Chief Compliance Officer, at scott.ellingson@adams-wealth.com. We may, at any time, update this brochure. We expect to update this brochure no less than annually. Material Changes • • • • • • Tong Bai is a new partner of AWM. Scott Ellingson replaced Connor Murphy as the Chief Compliance Officer. Mitchell Greene is a new partner of AWM. David Kastner is a new partner of AWM. Connor Murphy is a new partner of AWM. Douglas Peterson is a new partner of AWM. 2  ITEM 3 TABLE OF CONTENTS Table of Contents ITEM 2 MATERIAL CHANGES ................................................................................................................................................... 2 ITEM 3 TABLE OF CONTENTS ................................................................................................................................................... 3 ITEM 4 ADVISORY BUSINESS .................................................................................................................................................... 5 A. FIRM DESCRIPTION .................................................................................................................................. 5 B. TYPES OF ADVISORY SERVICES ........................................................................................................... 5 C. TAILORED RELATIONSHIPS .................................................................................................................. 7 D. ASSETS UNDER MANAGEMENT ........................................................................................................... 7 ITEM 5 FEES AND COMPENSATION ...................................................................................................................................... 8 A. DESCRIPTION AND BILLING ................................................................................................................. 8 B. OTHER FEES AND PAYMENTS ............................................................................................................ 10 C. REFUND AND TERMINATION POLICY ............................................................................................. 10 D. OTHER COMPENSATION ...................................................................................................................... 11 ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ........................................................ 11 A. PERFORMANCE-BASED COMPENSATION ...................................................................................... 11 B. SIDE-BY-SIDE MANAGEMENT ............................................................................................................ 12 ITEM 7 TYPES OF CLIENTS ...................................................................................................................................................... 12 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ......................................... 12 A. METHODS OF ANALYSIS ....................................................................................................................... 12 B. INVESTMENT STRATEGIES ................................................................................................................. 13 C. RISK OF LOSS ............................................................................................................................................. 15 D. RECOMMENDATION OF SPECIFIC TYPES OF SECURITIES ...................................................... 19 ITEM 9 DISCIPLINARY INFORMATION .............................................................................................................................. 19 ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ......................................................... 20 A. FINANCIAL INDUSTRY ACTIVITIES .................................................................................................. 20 B. FINANCIAL INDUSTRY AFFILIATIONS ............................................................................................ 20 C. OTHER MATERIAL RELATIONSHIPS ................................................................................................ 20 D. OTHER INVESTMENT ADVISERS ....................................................................................................... 21 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING .......................................................................................................................................................................................... 21 A. DESCRIPTION OF CODE OF ETHICS .................................................................................................. 21 B. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS ................................................. 22 C. PROPRIETARY / SIMULTANEOUS TRADING ................................................................................ 22 ITEM 12 BROKERAGE PRACTICES ........................................................................................................................................ 22 3  A. SELECTION AND RECOMMENDATION ........................................................................................... 22 B. RESEARCH AND OTHER SOFT DOLLAR BENEFITS .................................................................... 23 C. BROKERAGE FOR CLIENT REFERRALS ........................................................................................... 27 D. DIRECTED BROKERAGE ....................................................................................................................... 27 E. ORDER AGGREGATION ......................................................................................................................... 28 F. TRADE ERROR POLICY ......................................................................................................................... 28 ITEM 13 REVIEW OF ACCOUNTS ........................................................................................................................................... 28 A. PERIODIC REVIEWS ............................................................................................................................... 28 B. INTERMITTENT REVIEW FACTORS ................................................................................................. 28 C. REPORTS .................................................................................................................................................... 28 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION .................................................................................... 29 A. ECONOMIC BENEFITS FROM OTHERS ............................................................................................ 29 B. COMPENSATION TO UNAFFILIATED THIRD PARTIES .............................................................. 29 ITEM 15 CUSTODY ....................................................................................................................................................................... 29 A. CUSTODIAN OF ASSETS ........................................................................................................................ 29 B. ACCOUNT STATEMENTS ..................................................................................................................... 29 ITEM 16 INVESTMENT DISCRETION ................................................................................................................................... 30 ITEM 17 VOTING CLIENT SECURITIES ................................................................................................................................ 30 ITEM 18 FINANCIAL INFORMATION ................................................................................................................................... 30 A. BALANCE SHEET REQUIREMENT ..................................................................................................... 30 B. FINANCIAL CONDITION ........................................................................................................................ 30 C. BANKRUPTCY PETITION ...................................................................................................................... 30 4  ITEM 4 ADVISORY BUSINESS A. FIRM DESCRIPTION Adams Wealth Management LLC (“AWM,” the “Firm,” “we,” “us,” “our”) is organized as a Delaware limited liability company, doing business as Adams Wealth Advisors, that was founded in November 2016. The principal indirect owner of AWM is S. Craig Adams who holds his ownership through his company Inspire Wealth Advisors, LLC. The Chief Compliance Officer is Scott Ellingson. Mr. Ellingson also serves as General Counsel to AWM. B. TYPES OF ADVISORY SERVICES Wealth Management Services AWM offers wealth management services, which include portfolio management, financial planning, and estate planning. Portfolio Management: AWM specializes in quantitative, fundamental, and economic analysis to determine what investments are in or out of favor for AWM’s investment models. AWM assesses clients’ current holdings to ensure they are aligned with their short- and long-term goals. Accordingly, AWM is authorized to perform various functions without further approval from the client, such as the determination of securities to be purchased or sold without permission from the client prior to each transaction. AWM’s asset management services are designed to offer portfolio construction and ongoing management of accounts with investment strategies to meet the client’s personal investment goals and objectives. AWM evaluates the current investments of each client with respect to risk tolerance levels and time horizon. Clients may also impose restrictions on investing in certain securities or certain types of securities. AWM is responsible for providing ongoing re- balancing of our clients’ securities holdings. : AWM generally limits its money management to equities, bonds, options, fixed income and debt securities, ETFs, structured notes, alternative investments, private placements, and open and closed end mutual funds. AWM may use other securities as well to help diversify a portfolio when applicable. AWM may concentrate portfolios in what we deem to be the most appropriate places in which to allocate money. This is based on our strategies, indicators, and proprietary analysis. : AWM builds out personal financial plans as part of this service. There is Financial Planning no additional fee for clients to engage with AWM for a fully comprehensive financial plan. AWM encourages all clients to use this service so we can align your investments with your financial plan. Estate Planning This service allows clients to work with their AWM planning team and an outsourced attorney to obtain estate planning services. Typically, there is no additional fee for estate planning services. The outsourced attorney will be paid by AWM, except in those cases where complex estate plans are required. If a complex estate plan is needed, AWM will pay a portion of the outsourced attorney’s legal fees. However, before engaging, AWM will work with the client to determine the amount AWM will pay toward the costs of said attorney. The 5  criteria of what constitutes a complex estate plan is completely and entirely within AWM’s discretion. Prior to engaging AWM to provide any of the wealth management services, AWM requires a written financial service agreement (“FSA”) signed by the client prior to the commencement of services. The FSA outlines the services and fees the clients will incur with AWM. Employer Sponsored Retirement Plan Advisory Services AWM offers employer sponsored retirement plan advisory services acting as a 3 (38) or 3 (21) investment fiduciary, or plan investment advisory services. This service includes working with the plan sponsor to make recommendations of co-fiduciaries such as third-party administrators (“TPAs”) and recordkeepers. This service may also include working with the plan sponsor to draft an investment policy statement, determine asset allocation, and provide ongoing education to plan participants. AWM requires an investment advisory agreement to be signed prior to commencement of services. Because there is an economic incentive to encourage clients to rollover their Employer Plan (meaning a retirement plan account or individual retirement account sponsored by a current or former employer) to an IRA managed by AWM, this creates a material conflict of interest. You are under no obligation to roll over Employer Plan assets to an IRA managed by AWM. AWM is guided by fiduciary principles in the management of conflicts of interest. AWM is expected to and does always act in the best interests of its clients. Sub Adviser Services AWM acts as a sub adviser to advisers unaffiliated with AWM. These third-party advisers outsource portfolio management services to AWM. These relationships are memorialized in a contract between AWM and the third-party advisor. Private Funds AWM or an affiliate is the Managing Member or Manager for AIM Defined Investment Fund, LLC (“DI”), AIM Real Asset Opportunities Fund, LLC (“RA”), AIM Ventura Capital Fund, LLC (“VC”), AIM Ventura Co-Invest I, LLC (“VCI”), and AIM Ventura Co-Invest II, LLC (“VCII”). AWM may allocate a portion of client’s funds to DI, RA, VC, VCI, or VCII at the client’s request if it is a suitable investment for the client and the client is a "Qualified Client" or “Accredited Investor” as defined by the SEC. AWM is guided by fiduciary principles in the management of conflicts of interest. AWM is expected to and does always act in the best interests of its clients. Business Succession Planning Transfer of ownership of a business can be a very emotional, complex, and confusing process. For this reason, AWM offers clients a business succession plan where it will assist clients with tax strategies, investment allocations, and other services. For non-advisory services, AWM 6  may refer clients to lawyers, accountants, and other industry professionals. Prior to engaging AWM to provide a business succession plan, AWM requires a written business succession planning agreement (“BSPA”) signed by the client prior to the commencement of services. The BSPA outlines the services and fees the clients will incur with AWM. IRA Rollover Recommendation When we provide investment advice to you regarding your Employer Plan, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money may conflict with your interests, so we operate under special rules that require us to act in your best interest and not put our interest ahead of yours. • Under these special rules, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and Give you basic information about conflicts of interest. Because there is an economic incentive to encourage clients to roll over Employer Plan assets to an IRA managed by AWM, this creates a material conflict of interest. You are under no obligation to roll over your Employer Plan assets to an IRA managed by AWM. AWM is guided by fiduciary principles in the management of conflicts of interest. AWM is expected to and does always act in the best interests of its clients. C. TAILORED RELATIONSHIPS AWM offers the same suite of services to all its clients. The management services and recommendations offered by AWM are based on the individual needs of our clients and may be tailored to meet their specific requirements. Clients may impose restrictions on investing in certain securities or types of securities in accordance with their values or beliefs. D. ASSETS UNDER MANAGEMENT As of December 31, 2025, AWM had $565,770,135.84 of Assets Under Management on a discretionary basis. 7  ITEM 5 FEES AND COMPENSATION A. DESCRIPTION AND BILLING Lower fees for comparable services may be available from other sources. Clients have the option to purchase investment products that AWM recommends through other brokers or agents. Wealth Management Services – Non-Performance Based Models AWM will charge clients—both individuals and institutions—a wealth management fee for its portfolio management, financial planning, and estate planning services. The wealth management fee is an annual fee based on a percentage of the market value of the client’s account(s). This fee is billed quarterly in advance based on the closing value of last business day of the prior quarter multiplied by one-fourth of the annual percentage. AWM will deduct the fee directly from the client’s account. If a client has more than one account, client may select from which account to deduct advisory fees if they provide written instruction to AWM. will not AWM may charge clients a wealth management fee of up to 2.5% per annum. The initial quarterly payment will be due at the time assets are allocated to the account and will be pro rata for the time remaining in the quarter based on the amount of such assets. If clients make any additions to their account, they will be billed using the same methodology described above. Any withdrawals from client accounts be refunded pro rata. Both additions and withdrawals involve work by AWM to adjust client’s portfolio allocation. The wealth management fee charged is subject to negotiation with each client based on the client’s characteristics and may differ from client to client. AWM reserves the right to negotiate, waive, or reduce fees at its discretion. The FSA is valid for a term of one year with automatic one-year renewals. An increase in fees will require a new FSA to be signed by both parties. AWM may decrease a client’s fee by amending the FSA. Wealth Management Services – Performance Based Models Cash Management Strategy Qualified Clients, as defined in SEC Rule 205-3 (17 Code of Federal Regulations §275.205-3), who are invested in the Cash Management Strategy will pay a performance fee of 20% based on capital appreciation. If the client's portfolio rises in value, the client will pay 20% on that increase in value, but if the portfolio drops in value, the client will not incur a new performance fee until the portfolio reaches the last highest value which is generally known as a “high-water mark.” The high-water mark will be the highest value of the client’s account on the last day of any previous quarter, after accounting for the client’s deposits or withdrawals for each billing period. In addition to the high water mark the performance fee will not exceed .125% on a quarterly basis. For example, if a client’s account received a 5% return in a quarter, the performance fee would be 5%*20% = 1%. However, since there is a cap, the fee would be reduced to .125%. The performance fee will be billed in arrears on a quarterly basis. AWM may receive increased compensation with regard to unrealized appreciation as well as realized gains in the client’s 8  account. The performance fee is open to negotiation on a client-by-client basis. The performance fee a client pays will be listed in the FSA. For accounts employing margin transactions, clients will effectively pay higher fees for securities purchased on margin. Because fees are charged based upon the value of securities purchased on margin; this practice creates an incentive for AWM to engage in margin trading in light of these higher fees. AWM will deduct the fee directly from the client’s account. If a client has more than one account, client may select from which account to deduct advisory fees if they provide written instruction to AWM. AWM reserves the right to negotiate, waive, or reduce fees at its discretion. The performance fee charged is subject to negotiation with each client and may differ from client to client. The FSA is valid for a term of one year with automatic one-year renewals. An increase in fees will require a new FSA to be signed by both parties. AWM may decrease a client’s fee by amending the FSA. Employer Sponsored Retirement Plan Advisory Services AWM will charge clients for its investment advisory services. This fee is an annual fee based on a percentage of the market value of the client’s account(s). This fee is billed quarterly in advance or in arrears and is dependent upon the record keeper. The fee is based on the closing value of the last business day of the prior quarter multiplied by one-fourth of the annual percentage. The fee will be deducted from the plan assets. AWM will rely on the plan’s recordkeeper to perform the asset calculation and process the billing. will not AWM may charge clients a fee of up to 2.0% per annum. The initial quarterly payment will be pro rata for the time remaining in the quarter based on the amount of such assets. Any withdrawals from client accounts be refunded pro rata. This fee is subject to negotiation with each client and may differ from client to client. The investment advisory agreement is valid for a term of one year with automatic one-year renewals. Any changes, such as an increase or decrease to the investment management fee, may be made to the investment advisory agreement in writing upon agreement of the parties. Sub Adviser Services AWM receives between .40% - 1% per annum, depending upon the services provided, for sub adviser services. This fee will be collected quarterly in advance based on the ending day balance of each calendar quarter based on the fair market value of the assets in the account. The fee is an annual fee based on a percentage of the market value of the client’s account(s). This fee is billed quarterly in advance based on the closing value of the last business day of the prior quarter multiplied by one-fourth of the annual percentage. AWM will deduct the fee directly from the client’s account. will not The initial quarterly payment will be due at the time assets are allocated to the account and will be pro rata for the time remaining in the quarter based on the amount of such assets. If clients make any additions to their account, they will be billed using the same methodology described above. Any withdrawals from client accounts be refunded pro rata. Both additions and withdrawals involve work by AWM to adjust client’s portfolio allocation. 9  Business Succession Planning Because of the complexity and length of business succession plans, AWM will charge clients a monthly retainer, which is negotiable on a client-by-client basis. This monthly retainer will include all of AWM’s out-of-pocket expenses, such as legal fees and accounting fees. Clients will be given a bill at the end of each month that they can pay via cash, check, credit card, or from their investment accounts. The total estimated fee for a business succession plan is $200,000. B. OTHER FEES AND PAYMENTS There may be additional fees or charges that result from the maintenance of or trading within a client’s account. These are fees that are imposed by third parties in connection with investments made through a client’s account, including but not limited to: Exchange/SEC fees, no-load mutual fund 12(b)-1 distribution fees, certain deferred sales charges on previously purchased mutual funds, margin interest, brokerage and execution fees, and IRA and Qualified Retirement Plan fees. Clients will incur brokerage and other transaction costs. For more information on this please see Item 12 – Brokerage Practices. C. REFUND AND TERMINATION POLICY Wealth Management Services – Non-Performance Based Models If a client terminates their account, the management fee for any partial period shall be prorated based on the days prior to termination. Any unearned amount shall be refunded to the client as of the effective date of the termination. Wealth Management Services – Performance Based Models If a client terminates their account, the management fee (if applicable) and performance fee shall be prorated and billed to the client up to and including the day of termination. Employer Sponsored Retirement Plan Advisory Services If a client terminates their account, the management fee for any partial period shall be prorated based on the days prior to the termination and any unearned amount shall be refunded to the client as of the effective date of the termination. If a client terminates their account, the management fee for any partial period shall be prorated based on the days prior to termination. Any unearned amount shall be refunded to the client as of the effective date of the termination. Private Funds AWM or an affiliate is the Managing Member or Manager for AIM Defined Investment Fund, LLC, AIM Real Asset Opportunities Fund, LLC, AIM Ventura Capital Fund, LLC, AIM Ventura Co-Invest I, LLC, and AIM Ventura Co-Invest II, LLC. Each private fund charges a management fee and performance fee that are paid to the manager or managing member and AWM. The calculation methodology and frequency vary for each private fund. Clients can reference each 10  fund’s operating agreement to understand how fees are calculated and the frequency they are charged. Business Succession Planning If a client wants to terminate their plan before completion, the client will be billed pro rata based on the service that has been completed. D. OTHER COMPENSATION Neither AWM nor its supervised persons accept any compensation for the sale of securities or other investment products, including asset-based sales charges or services fees from the sale of mutual funds. ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT A. PERFORMANCE-BASED COMPENSATION Performance-based compensation creates an incentive for the Performance-based fees are based on a share of the capital gains or capital appreciation of adviser to recommend an investment that may carry more risk to the client. the assets of a client. AWM receives performance fees from AIM Defined Investment Fund, LLC, AIM Real Asset Opportunities Fund, LLC, AIM Ventura Capital Fund, LLC, AIM Ventura Co-Invest I, LLC, and AIM Ventura Co-Invest II, LLC. AWM receives performance fees from its Cash Management Strategy. Performance-based fees are only for Qualified Clients or Accredited Investors. A Qualified Client is: (i) a natural person who, or a company that, immediately after entering into the contract, has at least $1,100,000 under the management of the investment adviser; (ii) a natural person who, or a company that, the investment adviser entering into the contract (and any person acting on his behalf) reasonably believes, immediately prior to entering into the contract, either: a. has a net worth (together, in the case of a natural person, with assets jointly held with a spouse) of more than $2,200,000; or b. is a qualified purchaser as defined by the Investment Act of 1940; or (iii) a natural person who immediately prior to entering into the agreement is: a. an executive officer, director, trustee, general partner, or person serving in a similar capacity, of the investment adviser; or b. an employee of the investment adviser (other than an employee performing solely clerical, secretarial or administrative functions with regard to the investment adviser) who, in connection with his or her regular functions or duties, participates in the investment activities of such investment adviser, provided that such employee has been performing such functions and duties 11  for or on behalf of the investment adviser, or substantially similar functions or duties for or on behalf of another company for at least 12 months. An Accredited Investor is: (i) Net worth over $1 million, excluding primary residence; or (ii) Income over $200,000 (or $300,000 with spouse) for the last 2 years. B. SIDE-BY-SIDE MANAGEMENT “Side-by-Side Management” refers to a situation in which the same adviser manages accounts that are billed based only on a percentage of assets under management and at the same time manages other accounts for which fees are performance-based. AWM’s investment adviser representatives manage accounts that provide a performance allocation alongside accounts that do not. Accounts that pay performance-based fees reward the adviser based on the performance in those accounts. As a result, performance-based fee arrangements likely provide a heightened incentive for the adviser to make investments that present a greater potential for return but also a greater risk of loss and that may be more speculative than if only asset-based fees were applied. On the other hand, an adviser will likely have an interest in engaging in relatively safe investments when managing accounts that pay a fee based on a percentage of assets under management. AWM is guided by fiduciary principles in the management of conflicts of interest. AWM is expected to and does always act in the best interests of its clients. As noted above, certain Such clients and clients of our affiliates will pay us or our affiliates performance-based fees or performance-based fees and investment profit allocations may create potential investment profit allocations in the form of a performance allocation or carried interest. conflicts of interest because AWM and its affiliates manage clients and affiliate clients with such fee arrangements side-by-side with clients and affiliate clients that we charge a fixed fee based on assets under management. ITEM 7 TYPES OF CLIENTS AWM generally provides investment advisory services to individuals and high net worth individuals, and advisory and sub-advisory services to other investment advisers and pooled investment vehicles. ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS A. METHODS OF ANALYSIS AWM may utilize one or more of the following methods of analysis when providing Fundamental analysis investment advice to its clients: concentrates on factors that determine a company’s value and expected future earnings. It involves analyzing its financial statements and health, its 12  management and competitive advantages, and its competitors and markets. Fundamental analysis is performed on historical and present data but with the goal of making financial forecasts. There are several possible objectives: to conduct a company stock valuation and predict its probable price evolution; to make a projection on its business performance; to evaluate its management and make internal business decisions; and to calculate its credit risk. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach Economic analysis expectations of perceived value. • Cyclical analysis is used to determine the economic environment over a certain time horizon. This involves following and updating historic economic data, such as U.S. gross domestic product and consumer price index, as well as monitoring key economic drivers such as employment, inflation, and money supply for all the world’s major economies. Quantitative analysis assumes that markets react in cyclical patterns that, once identified, can be leveraged to provide performance. Cyclical analysis of economic cycles is used to determine how these cycles affect the returns of an investment, an asset class, or an individual company’s profits. Cyclical analysis is a time-based assessment that incorporates past and present performance to determine future value. Cyclical risks exist because the broad economy has been shown to move in cycles, from periods of peak performance followed by a downturn, then a trough of low activity. The risks of this strategy are two-fold: (1) the markets do not always repeat cyclical patterns; and (2) if too many investors begin to implement this strategy, it changes the very cycles of which they are trying to take advantage. is used for measurable factors, as distinguished from qualitative considerations such as the character of management or the state of employee morale. B. INVESTMENT STRATEGIES AWM may utilize the following investment strategies when implementing investment advice Long Term Purchases given to clients: – Securities are purchased with the expectation that the value of those securities will grow over a relatively long period, generally greater than one year. Long-term purchases may be affected by unforeseen long-term changes in the company in which a client is invested or in the overall market. Long-term trading is designed to capture market rates of both return and risk. Frequent trading, when done, can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Because of its nature, the long-term strategy can expose clients to various other types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include, but are not limited to, inflation (purchasing power) risk, interest rate risk, Short Term Purchases economic risk, and political/regulatory risk. – Securities are purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. Short term trading generally holds greater risk. Frequent trading can affect investment performance because of increased brokerage and other transaction costs and taxes. The investment strategies summarized above represent AWM’s current intentions. 13  Depending on conditions and trends in the securities markets and the economy in general, AWM may pursue any objectives, employ any investment techniques or strategies, or purchase any type of security that it considers appropriate and in the best interests of the Income & Growth client, whether described herein or not. - Income & Growth seeks to preserve capital and provide income as an alternative to traditional bond portfolios. The portfolio attempts to mitigate some of the inherent risks associated with fixed income (e.g., interest rate, credit risk, and currency). It can also invest a small percentage into commodity exchange traded funds (“ETFs”) and equity ETFs to help mitigate the risks associated with fixed income. The portfolio can invest in more traditional bonds, which typically do well when interest rates fall, and less traditional bonds, which can do well when rates rise. Income & Growth will attempt to outperform a 20/80 blend of the S&P 500 and Aggregate Bond Index. Some, but not all, of the risks associated with Balanced this strategy include market risk, interest rate risk, inflation risk, and currency risk. - The Balanced portfolio seeks to invest in broad asset classes, including but not limited to equity, fixed-income, commodity, and inverse-related ETFs, depending on our proprietary relative strength and quantitative algorithms. If our indicators predict a downtrend in the equity or fixed-income space, the portfolio can be moved partially or entirely to cash in order to preserve the principal investment. The Balanced portfolio will attempt to outperform a 60/40 blend of the S&P 500 and Aggregate Bond Index. Some, but not all, of the risks associated with this strategy include market risk, interest rate risk, Protected Growth inflation risk, and currency risk. - This is our hedged growth portfolio, which selects assets based on proprietary relative strength and quantitative algorithms. In addition to traditional equity sectors, this portfolio can be invested in fixed-income, commodity, inverse-related, domestic and international sector specific ETFs in order to try and achieve the best possible return. If our indicators predict a downtrend, the portfolio can be moved partially or entirely to cash in order to preserve your principal investment. Protected Growth will attempt to outperform an 80/20 blend of the S&P 500 and Aggregate Bond Index each year. Some, but not all, of the risks associated with this strategy include market risk, interest rate risk, inflation risk, and Aggressive Growth currency risk. - Selects specific market sectors with high growth potential in the current market environment by using a rules-based, qualitative and quantitative investment methodology with the objective of maximizing returns. If our indicators signal a downtrend, a portion of the portfolio can be moved to cash in order to preserve your principal investment. Attempts to outperform the S&P 500 index. Some, but not all, of the risks associated with this Dividend Equity strategy include market risk, interest rate risk, inflation risk, and currency risk. - The Dividend Equity Strategy seeks long-term capital appreciation through a diversified portfolio of U.S. equities, emphasizing companies with sustainable dividend growth and meaningful share repurchase programs. The strategy is implemented through a disciplined, systematic investment framework and maintains an aggressive risk posture. A factor-based Opportunistic Equity overlay is employed to tilt portfolio exposures toward attributes of value, quality, and yield. - Our Opportunistic Equity strategy seeks to achieve capital appreciation by building a concentrated portfolio of quality companies with competitive advantages and the potential for sustainable long-term growth. We employ a combination of quantitative screening followed by bottom-up fundamental and technical analysis, 14  unconstrained by market cap, size, or industry, which results in a high conviction, go- anywhere strategy. As part of our process, we utilize risk management methods in an attempt to lower correlation to the broad market and increase risk adjusted returns. The strategy is unconstrained and opportunistic, providing us with the flexibility to focus on securities and industries, both domestic and international, that are poised to experience greater earnings growth and price appreciation. Some, but not all, of the risks associated with this strategy Cash Management Strategy include market risk, interest rate risk, inflation risk, currency risk, and business risk. – The Cash Management Strategy was created to preserve capital and attempt to provide a modest return through option box spreads. The strategy typically purchases spreads between six and twelve months. Investors who take distributions before the spreads mature may have material under performance. C. RISK OF LOSS Clients need to be aware that investing in securities involves the risk of loss of the principal. Every method of analysis has its own inherent risks. To perform an accurate market analysis, AWM must have access to current/new market information. AWM has no control over the dissemination rate of market information; therefore, unbeknownst to AWM, certain analyses may be compiled with outdated market information, severely limiting the value of AWM’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. 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 AWM) will be profitable or equal any specific performance level(s). AWM does not represent, warrant, or imply that its services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses resulting from market corrections or declines. Notwithstanding AWM ’s method of analysis or investment strategy, the assets within the client’s portfolio are subject to risk of devaluation or loss. The client should be aware that there are many different events that can affect the value of the client’s assets or portfolio, including, but not limited to, changes in financial status of companies, market fluctuations, changes in exchange rates, trading suspensions and delays, economic reports, and natural disasters. All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment • Interest-Rate Risk. risks: • Market Risk. Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market value to decline. The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events. 15  • Inflation Risk. When any type of inflation is present, a dollar will be worth more today than • Prepayment Risk. a dollar next year, because purchasing power is eroding at the rate of inflation. The returns on the collateral for the deal can change dramatically at • Currency Risk. times if the debtors prepay the loans earlier than scheduled. Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as • Reinvestment Risk. exchange rate risk. • Business Risk. This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (e.g, interest rate). This primarily relates to fixed income securities. This risk is associated with a particular industry or a particular company • Liquidity Risk. within an industry. • Tax-Loss Harvesting Risk. Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Equity Securities Tax-loss harvesting involves attempting to sell a security that is currently trading at a loss and then using those funds to buy a different security. Some of the risk or potential negative consequences associated with this may include increased frequency of wash sales, increased trading costs, and tracking errors. • Exchange Traded Funds (“ETF”). . The value of equity securities are subject to market risk, including changes in economic conditions, growth rates, profits, interest rates and the market’s perception of these securities. While offering greater potential for long-term growth, equity securities are more volatile and riskier than some other forms of investment. • Non-Traditional ETFs ETFs represent an interest in a passively managed portfolio of securities selected to replicate a securities index, such as the S&P 500 Index or the Dow Jones Industrial Average, or to represent exposure to a particular industry or sector. Unlike open-end mutual funds, the shares of ETFs and closed-end investment companies are not purchased and redeemed by investors directly with the fund, but instead are purchased and sold through broker-dealers in transactions on a stock exchange. Because ETF and closed-end fund shares are traded on an exchange, they may trade at a discount from or a premium to the net asset value per share of the underlying portfolio of securities. In addition to bearing the risks related to investments in equity securities, investors in ETFs intended to replicate a securities index bear the risk that the ETF’s performance may not correctly replicate the performance of the index. Investors in ETFs, closed-end funds, and other investment companies bear a proportionate share of the expenses of those funds, including management fees, custodial and accounting costs, and other expenses. Trading in ETF and closed-end fund shares also entails payment of brokerage commissions and other transaction costs. . Non-traditional ETFs employ sophisticated financial strategies and instruments, such as leverage, futures, and derivatives, in pursuit of their investment objectives. Leveraged and inverse ETFs are considered risky. The use of leverage and inverse strategies by a fund increases the risk to the fund and magnifies gains or losses on the investment. You could incur significant losses even if the long-term performance 16  of the underlying index showed a gain. Typically, these products have one-day investment objectives, and investors should monitor such funds on a daily basis. Non-traditional ETFs are generally categorized as leveraged, inverse, or leveraged inverse: • Leveraged - Uses financial derivatives and debt to multiply the returns of an underlying index, commodity, currency, or basket of assets. Leveraged ETFs may include the terms "double," "ultra," "triple," or similar language in their security name/description. • term "contra," "short," or similar language in Inverse - Uses various derivatives to seek to profit from the decline in the value of an underlying index, commodity, currency, or basket of assets; used typically to hedge exposure to downward markets. Inverse ETFs may include the their security name/description. • • Mutual Fund Shares. Leveraged-Inverse - Uses swaps, futures contracts, options, and other derivative instruments to seek to achieve a return that is a multiple of the opposite performance of the underlying benchmark or index. Leveraged- Inverse ETFs may include a combination of leveraged and inverse terms such as "ultra short" in their security name/description. • Fixed Income Securities Risk. Some of the risks of investing in mutual fund shares include: (i) the price to invest in mutual fund shares is the fund’s per share net asset value (NAV) plus any shareholder fees that the fund imposes at the time of purchase (such as sales loads); (ii) investors must pay sales charges, annual fees, and other expenses regardless of how the fund performs; and (iii) investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. • Real Estate Related Securities Risk Prices of fixed income securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect fixed income security prices. The longer the effective maturity and duration of the client’s portfolio, the more the portfolio’s value is likely to react to interest rates. For example, securities with longer maturities sometimes offer higher yields, but are subject to greater price shifts as a result of interest rate changes than debt securities with shorter maturities. Some fixed income securities give the issuer the option to call, or redeem, the securities before their maturity dates. If an issuer calls its security during a time of declining interest rates, we might have to reinvest the proceeds in an investment offering a lower yield, and, therefore, might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates, prices of callable issues are subject to increased price fluctuation. . Investing in real estate related securities includes, among others, the following risks: possible declines in the value of real estate; risks related to general and local economic conditions, including but not limited to increases in the rate of inflation; possible lack of availability of mortgage funds; overbuilding; extending vacancies of properties; increases in competition, property taxes and operating expenses; changes in zoning laws; costs resulting from cleanup of, and liability to third parties for damages resulting from environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents; and changes in interest rates. Investing in Real Estate Investment Trusts 17  • Alternative Investments Risks (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. • Municipal Bond Risk . Alternative investments, including (but not limited to) investment partnerships, alternative mutual funds, non-traditional ETFs, managed futures, and/or real estate (related) investments may also present unique risks, such as decreased liquidity and transparency and increased complexity. Alternative investments typically use derivative instruments (such as options, futures, or index-based instruments) and/or leveraging strategies. The use of derivative instruments involves multiple risks, as discussed in more detail above. In addition, to the extent that the alternative investment uses commodities (or commodity-based derivatives) as part of its investment strategy, the investment return may also vary as a result of fluctuations in the supply and demand of the underlying commodities. Certain alternative investments may be less tax efficient than others. Additional risks may include style-specific risk, speculative investment risk, concentration risk, correlation risk, credit risk and lower- quality debt securities risk, equity securities risk, financial services companies’ risk, interest rate risk, non- diversification risk, small- and mid-cap company risk, and special risks of mutual funds and/or ETFs, among others. • Structured Products Risk. . Municipal securities issuers may face local economic or business conditions (including, e.g., bankruptcy) and litigation, legislation, or other political events that could have a significant effect on the ability of the municipality to make payments on the interest or principal of its municipal bonds. In addition, because municipalities issue municipal securities to finance similar types of projects, such as education, healthcare, transportation, infrastructure, and utility projects, conditions in those sectors can affect the overall municipal bond market. Furthermore, changes in the financial condition of one municipality may affect the overall municipal bond market. The municipal obligations in which clients invest will be subject to credit risk, market risk, interest rate risk, credit spread risk, selection risk, call and redemption risk and tax risk, and the occurrence of any one of these risks may materially and adversely affect the value of the Client’s assets or profits. • Portfolio Margin Risk Structured products are designed to facilitate highly customized risk-return objectives. This is accomplished by taking a traditional security, such as a conventional investment grade bond, and replacing the usual payment features (e.g., periodic coupons and final principal) with non-traditional payoffs derived not from the issuer's own cash flow, but from the performance of one or more underlying assets. The payoffs from these performance outcomes are contingent in the sense that if the underlying assets return "x", then the structured product pays out "y". This means that structured products closely relate to traditional models of option pricing, though they may also contain other derivative types such as swaps, forwards, and futures, as well as embedded features such as leveraged upside participation or downside buffers. Structured products include all risks from options, plus additional risks including but not limited to counterparty risk, liquidity risk, pricing risk, and credit risk of the issuer. . In particular, portfolio margin that allows an account to have increased leverage. Increased leverage can create greater losses or greater gains depending on market conditions. Accounts with portfolio margin may have different 18  • Margin Transactions requirements when compared to Regulation T Margin accounts. Requirements for portfolio margin are calculated by the custodian using proprietary risk modeling. Because of the complexity, it may be difficult for clients to understand the margin requirements in their account. Clients should consult with their custodian for all of the requirements and risks associated with a portfolio margin account. • Options Transactions. . In particular, margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets in a shorter time frame than desired. • Short Sales In particular, option transactions involve a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value, as well as the possibility of leveraged loss of trading capital because of the leveraged nature of stock options. • Short Term Trading . In particular, short sales entail the possibility of infinite loss. An increase in the applicable securities price will result in a loss and, over time, the market has historically trended upwards. . In particular, short term trading risks include liquidity, economic stability, and inflation, in addition to the long-term trading risks listed above, Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. While this information provides a synopsis of the events that may affect a client’s investments, this listing is not exhaustive. Although AWM’s methods of analysis and investment strategies do not present any significant or unusual risks, all investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Clients should understand that there are inherent risks associated with investing and depending on the risk occurrence; clients may suffer a LOSS OF ALL OR PART OF THEIR PRINCIPAL INVESTMENT. D. RECOMMENDATION OF SPECIFIC TYPES OF SECURITIES AWM does not primarily recommend a type of security. Investments may include, but are not limited to, exchange listed securities, fixed-income securities, structured notes, over-the- counter securities, foreign securities, options, derivatives, money market funds, real estate investment funds (“REITs”), and other pooled investment vehicles, such as open and closed end mutual funds or ETFs. ITEM 9 DISCIPLINARY INFORMATION Registered investment advisers are required to disclose any legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our advisory business or the 19  integrity of our management. Neither AWM nor any of its management persons have been involved in legal or disciplinary events that are related to past or present investment clients. ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS A. FINANCIAL INDUSTRY ACTIVITIES AWM is not a registered broker-dealer and does not have an application pending to register as a broker-dealer. Furthermore, none of AWM’s management or supervised persons is a registered representative of, nor has an application pending to register as a representative of, a broker-dealer. B. FINANCIAL INDUSTRY AFFILIATIONS AWM is not a registered Futures Commission Merchant and does not have an application pending to register as such. AWM is registered with the Commodity Futures Trading Commission (“CFTC”) as a Commodity Pool Operator (“CPO”) and is a member of the National Futures Association. As part of this registration, S. Craig Adams, Patrick Cormac Murphy, David Kastner, Aimee Odd, Karly Rizzo, Scott Ellingson, Tong Bai, Mitchell Greene, Connor Murphy, and Douglas Peterson are listed as principals of AWM. Further, Patrick Cormac Murphy, David Kastner, Douglas Peterson, Mitchell Greene, and Robert Reay are registered as Associated Persons of AWM. Additionally, AIM Defined Investment Fund, LLC will be listed as a commodity pool operated by AWM in its capacity as a CFTC-registered CPO. C. OTHER MATERIAL RELATIONSHIPS CacheTech Inc. (“CT”), doing business as CacheTech Advisor Solutions, is a registered investment advisor and is owned by S. Craig Adams, Patrick Cormac Murphy, and Riley Crosbie. Mr. Adams and Mr. Murphy are also indirect owners of AWM. CT was formed to provide investment advisory and technology services to other registered investment advisors. Currently, AWM also provides sub-advisory services to other investment advisors. Additionally, Patrick Cormac Murphy is Chief Executive Office and Chief Investment Officer of CacheTech. AWM serves as the Managing Member or Manager and for a number of different private funds. Below is a list of AWM’s current private funds. AIM Defined Investment Fund, LLC AIM Real Asset Opportunities Fund, LLC • • • • AIM Ventura Capital Fund, LLC • AIM Ventura Co-Invest I, LLC AIM Ventura Co-Invest II, LLC Additionally, the following entities have material relationships that investors should be • aware of. AIM Ventura Capital Fund Management, LLC – Serves as the Manager of AIM Ventura 20  • Capital Fund, LLC, AIM Ventura Co-Invest I, LLC, and AIM Ventura Co-Invest II, LLC. This entity is owned partly by AWM and Greg Cole. AIM Defined Investment Fund GP LLC – Serves as one of the Managers of Defined Investment Fund LLC and AWM is the only owner of this entity. AWM may allocate a portion of client’s funds to one of these private funds at the client’s request if it is a suitable investment for the client and the client is a Qualified Client or Accredited Investor as defined by the SEC. AWM or one if its affiliates serve as the managing member or manager. Because of this, AWM or an affiliate may receive a management fee and a performance fee depending on the fund. This creates an inherent material conflict of interest. However, AWM is guided by fiduciary principles in the management of conflicts of interest. AWM is expected to and does always act in the best interests of its clients. AWM is a licensed insurance agent. From time to time, AWM may offer clients advice or products from this activity. Clients should be aware that these services pay a commission and involve a possible conflict of interest, as commissionable products can conflict with the fiduciary duties of AWM. However, AWM always acts in the best interest of the client, including in the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through AWM in their capacity as a licensed insurance agent. D. OTHER INVESTMENT ADVISERS AWM may act as a sub-advisor to other registered investment advisers. However, at this time, AWM does not have any material arrangements with other investment advisers that would be material to its advisory clients. ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING A. DESCRIPTION OF CODE OF ETHICS • In view of the foregoing and applicable provisions of relevant law, AWM has adopted a Code of Ethics in its Policies and Procedures Manual. The Code of Ethics contains the following general standards: • Always place the interest of the clients first and never benefit at the expense of advisory clients. • Always act in an honest and ethical manner, including in connection with the handling and avoidance of actual or potential conflicts of interest between personal and professional relationships. • Always maintain the confidentiality of information concerning the identity of security holdings and financial circumstances of clients. • Fully comply with applicable laws, rules and regulations of federal, state and local governments and other applicable regulatory agencies. Proactively promote ethical and honest behavior with AWM including, without limitation, the prompt reporting of violations of, and being accountable for adherence 21  to, this Code of Ethics. The Code of Ethics was also created to specify and prohibit certain types of transactions deemed to create conflicts of interest (or the potential for or the appearance of such conflicts), and to establish reporting requirements and enforcement procedures relating to personal trading by AWM personnel. We will provide a copy of our Code of Ethics to any client or prospective client upon request. B. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AWM can recommend to clients, or buy or sell for client accounts, securities in which the Firm or a related person has a material financial interest when: it has disclosed to the client the conflict of interest, documented research that provides evidence that this security is most suitable for the client, and been approved by the CCO. Examples of a material financial interest would include acting as a principal, general partner of a partnership/fund where clients are solicited to invest, or acting as an investment adviser to an investment vehicle that the Firm recommends to clients. Examples of this would include but are not limited to: AIM Defined Investment Fund, LLC, AIM Real Asset Opportunities Fund, LLC, AIM Ventura Capital Fund, LLC, AIM Ventura Co-Invest I, LLC, and AIM Ventura Co-Invest II, LLC. The conflict of interest for each of these projects is described in detail in the fund’s private placement memorandum. Clients are encouraged to read through the memorandum to better understand the conflicts. C. PROPRIETARY / SIMULTANEOUS TRADING At times, AWM or its affiliated persons may buy or sell securities for its own accounts that it has also recommended to clients. However, any purchase or sale of a security by AWM or a related person will be subject to AWM’s fiduciary duty to client accounts. From time to time, representatives of AWM may buy or sell securities for themselves at or around the same time as AWM’s client accounts. AWM will always document any transactions that could be construed as conflicts of interest. To mitigate or remedy any conflicts of interest or perceived conflicts of interest, AWM will monitor its proprietary and personal trading reports for adherence to its Code of Ethics. ITEM 12 BROKERAGE PRACTICES A. SELECTION AND RECOMMENDATION AWM has a duty to select broker-dealers, and other trading venues that provide best execution for our clients. The duty of best execution requires an investment adviser to seek to execute securities transactions for clients in such a manner that the client’s total cost or proceeds in each transaction is the most favorable under the circumstances, taking into account all relevant factors. The lowest possible commission, while very important, is not the only consideration. The broker-dealers, and custodians that AWM has selected are Schwab Advisor Services division of Charles Schwab & Co., Inc. (Schwab), Fidelity Investments, Inc. (Fidelity), Interactive Brokers (IB), ICapital Securities LLC, Pershing LLC, and R.J. O’Brien & Associates LLC. It is our policy to seek best execution in all portfolio trading activities for all investment 22  disciplines and products, regardless of whether commissions are charged. This applies to trading in any instrument, security or contract including equities, bonds, and forward or derivative contracts. Our standards and procedures governing best execution are set forth in several written policies. Generally, to achieve best execution, we consider the following factors, without limitation, in selecting brokers and intermediaries: (1) execution capability; (2) order size and market depth; (3) availability of competing markets and liquidity; (4) trading characteristics of the security; (5) availability of accurate information comparing markets; (6) quantity and quality of research received from the broker-dealer; (7) financial responsibility of the broker-dealer; (8) confidentiality; (9) reputation and integrity; (10) responsiveness; (11) recordkeeping; (12) ability and willingness to commit capital; (13) available technology; and (14) ability to address current market conditions. AWA regularly evaluates the execution, performance and risk profile of the broker-dealers it uses. B. RESEARCH AND OTHER SOFT DOLLAR BENEFITS While AWM uses research to benefit all clients in its investment decision-making process, some clients may be paying for research and brokerage services while not necessarily receiving the direct benefit of these services whereas other clients may be receiving a direct benefit while not paying for these services. AWM is not required to weigh any of these factors equally. We believe that receipt of research and brokerage services provides a benefit to you, regardless of whether it is direct or indirect, by assisting the Firm in its overall investment decision-making process. Research services received through soft dollar arrangements are in addition to and not in lieu of services required to be performed by AWM. The investment management fee that you pay us is not reduced as a consequence of the receipt of such supplemental research information. AWM currently recommends that clients use one of the four custodians: Charles Schwab & Co., Inc., National Financial Services LLC, Interactive Brokers LLC, and Comerica Bank. Charles Schwab & Co. Charles Schwab & Co., Inc. Advisor Services provides AWM with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally, available only to institutional investors or would require a significantly higher minimum initial investment. For AWM client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset- based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. 23  Charles Schwab & Co., Inc. Advisor Services also makes available to AWM other products and services that benefit AWM but may not benefit its clients’ accounts. These benefits may include national, regional or AWM specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of AWM by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist AWM in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of AWM’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of AWM’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to AWM other services intended to help AWM manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefit providers, and human capital consultants, insurance and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to AWM by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to AWM. AWM is independently owned and operated and not affiliated with Charles Schwab & Co., Inc. Advisor Services. National Financial Services LLC AWM participates in the institutional advisor program (the “Program”) offered by National Financial Services LLC (National). National offers independent investment advisor services which include custody of securities, trade execution, clearance and settlement of transactions. AWM receives some benefits from National through its participation in the Program. As part of the Program, AWM may recommend National to clients for custody and brokerage services. There is no direct link between AWM’s participation in the Program and the investment advice it gives to its clients, although AWM receives economic benefits through its participation in the Program that are typically not available to National retail investors. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research related products and tools; consulting services; access to a trading desk serving AWM participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have AWM’s fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, 24  marketing, research, technology, and practice management products or services provided to AWM by third party vendors. National may also pay for business consulting and professional services received by AWM’s related persons. Some of the products and services made available by National through the Program may benefit AWM but may not benefit its client accounts. These products or services may assist AWM in managing and administering client accounts, including accounts not maintained at National. Other services made available by National are intended to help AWM manage and further develop its business enterprise. The benefits received by AWM or its personnel through participation in the Program do not depend on the number of brokerage transactions directed to National. As part of its fiduciary duties to clients, AWM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by AWM or its related persons in and of itself creates a conflict of interest and may indirectly influence AWM’s choice of National for custody and brokerage services. Interactive Brokers LLC AWM participates in the institutional advisor program (the “Program”) offered by Interactive Brokers (“IB”). IB offers independent investment advisor services which include custody of securities, trade execution, clearance and settlement of transactions. AWM receives some benefits from IB through its participation in the Program. As part of the Program, AWM may recommend IB to clients for custody and brokerage services. There is no direct link between AWM’s participation in the Program and the investment advice it gives to its clients, although AWM receives economic benefits through its participation in the Program that are typically not available to IB retail investors. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research related products and tools; consulting services; access to a trading desk serving AWM participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have AWM’s fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to AWM by third party vendors. IB may also pay for business consulting and professional services received by AWM’s related persons. Some of the products and services made available by IB through the Program may benefit AWM but may not benefit its client accounts. These products or services may assist AWM in managing and administering client accounts, including accounts not maintained at IB. Other services made available by IB are intended to help AWM manage and further develop its business enterprise. The benefits received by AWM or its personnel through participation in the Program do not depend on the number of brokerage transactions directed to IB. As part of its fiduciary duties to clients, AWM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by AWM or its related persons in and of itself creates a conflict of interest and may indirectly influence the AWM’s choice of IB for custody and brokerage services. 25  ICapital Securities LLC AWM participates in the institutional advisor program (the “Program”) offered by ICapital Securities LLC (“IC”). IC offers independent investment advisor services which include custody of securities, trade execution, clearance and settlement of transactions. AWM receives some benefits from IC through its participation in the Program. As part of the Program, AWM may recommend IC to clients for brokerage services. There is no direct link between AWM’s participation in the Program and the investment advice it gives to its clients, although AWM receives economic benefits through its participation in the Program that are typically not available to IC retail investors. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research related products and tools; consulting services; access to a trading desk serving AWM participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to AWM by third party vendors. IC may also pay for business consulting and professional services received by AWM’s related persons. Some of the products and services made available by IC through the Program may benefit AWM but may not benefit its client accounts. These products or services may assist AWM in managing and administering client accounts, including accounts not maintained at IC. Other services made available by IC are intended to help AWM manage and further develop its business enterprise. The benefits received by AWM or its personnel through participation in the Program do not depend on the number of brokerage transactions directed to IC. As part of its fiduciary duties to clients, AWM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by AWM or its related persons in and of itself creates a conflict of interest and may indirectly influence the AWM’s choice of IC for custody and brokerage services. Pershing LLC The Adviser has engaged Pershing LLC to serve as the qualified custodian and primary clearing firm for client accounts. Pershing LLC is a registered broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Pershing LLC maintains custody of client assets in separately maintained accounts and is responsible for the execution, clearance, and settlement of securities transactions. Clients should note that while the Adviser may recommend Pershing LLC as custodian, clients are not required to maintain accounts with Pershing LLC and may select another qualified custodian, subject to the Adviser’s acceptance. Pershing LLC provides account statements directly to clients at least quarterly, detailing holdings and transactions. Clients are encouraged to carefully review these statements and compare them to any reports provided by the Adviser. The Adviser may receive certain products and services from Pershing LLC that assist in the 26  Adviser’s operations, including trading, custody, reporting, and administrative support. These services may benefit the Adviser but do not alter the Adviser’s fiduciary duty to act in the best interests of its clients. Pershing LLC and the Adviser are separate and unaffiliated entities. Pershing LLC does not supervise the Adviser, its representatives, or the investment advice provided to clients. R.J. O’Brien & Associate LLC The Adviser has engaged R.J. O'Brien & Associates LLC (“RJO”) to serve as the futures commission merchant (“FCM”) and clearing firm for client accounts that trade futures, options on futures, and related derivatives. RJO is registered with the Commodity Futures Trading Commission and is a member of the National Futures Association. In this capacity, RJO is responsible for the execution (where applicable), clearance, and settlement of futures and related transactions, as well as the custody of client margin and collateral associated with such positions. Client assets required for futures trading are held by RJO in accounts established in the client’s name or in omnibus accounts, as applicable, and are subject to applicable segregation and safeguarding requirements under federal commodities laws and regulations. Clients should understand that investments in futures and derivatives involve a high degree of risk, including the potential for losses in excess of initial margin. The Adviser may recommend RJO based on various factors, including execution capability, clearing services, technology, and overall service. Clients are not obligated to maintain accounts with RJO; however, the Adviser may require the use of a particular FCM, including RJO, for certain strategies or programs due to operational or strategy-specific considerations. RJO provides account statements and trade confirmations directly to clients. Clients are encouraged to review all such statements carefully and compare them to any reports provided by the Adviser. The Adviser may receive certain products, services, or support from RJO, including trading platforms, market data, research, and administrative services. These arrangements may create a conflict of interest in that the Adviser may have an incentive to recommend RJO. The Adviser seeks to mitigate such conflicts by adhering to its fiduciary duty to act in the best interests of its clients. RJO and the Adviser are separate and unaffiliated entities. RJO does not supervise the Adviser or its personnel, nor does it review or approve the investment advice provided to clients. C. BROKERAGE FOR CLIENT REFERRALS AWM does not receive client referrals from third parties for recommending the use of specific broker-dealer brokerage services. D. DIRECTED BROKERAGE Securities transactions are executed by brokers selected by AWM in its discretion and without the consent of clients. AWM generally will not recommend, request, or require clients to direct the Firm to execute transactions through a specified broker-dealer. Not all 27  investment advisers require their clients to direct brokerage. E. ORDER AGGREGATION AWM may, at times, aggregate sale and purchase orders of securities (“block trading”) for advisory accounts with similar orders in order to obtain the best pricing averages and minimize trading costs. This practice is reasonably likely to result in administrative convenience or an overall economic benefit to the client. Clients also benefit relatively from better purchase or sale execution prices, or beneficial timing of transactions or a combination of these and other factors. Aggregate orders will be allocated to client accounts in a systematic non-preferential manner. AWM may aggregate or “bunch” transactions for a client’s account with those of other clients in an effort to obtain the best execution under the circumstances. F. TRADE ERROR POLICY AWM maintains a record of any trading errors that occur in connection with investment activities of its clients. Losses that result from a trading error made by AWM will be borne by AWM. AWM may elect to allow clients to keep gains that result from a trade error. ITEM 13 REVIEW OF ACCOUNTS A. PERIODIC REVIEWS AWM regularly reviews and evaluates client accounts for compliance with each client’s investment objectives, policies and restrictions. Reviews include looking at a client’s goals, risk tolerance, and investment allocation. These reviews are typically done annually but may be more or less frequent depending on a client’s individual needs. B. INTERMITTENT REVIEW FACTORS Intermittent reviews may be triggered by substantial market fluctuation, economic or political events, or changes in the client’s financial status (such as retirement, termination of employment, relocation, inheritance, etc.). Clients are advised to notify AWM promptly if there are any material changes in their financial situation, investment objectives, or in the event they wish to place restrictions on their account. C. REPORTS Clients may receive confirmations of purchases and sales in their accounts and will receive, at least quarterly, statements containing account information such as account value, transactions, and other relevant information. Confirmations and statements are prepared and delivered by the custodian. 28  ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION A. ECONOMIC BENEFITS FROM OTHERS AWM receives some economic benefits from brokers. A description of these benefits can be found in Item 12 Brokerage Practices. B. COMPENSATION TO UNAFFILIATED THIRD PARTIES AWM has a referral agreement with Portside Wealth Group, LLC (“PWG”). For clients who are referred by PWG a portion of the management charged by AWM will be paid to PWG. ITEM 15 CUSTODY A. CUSTODIAN OF ASSETS Custody means holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them. Custody is also disclosed in Form ADV because AWM has authority to transfer money from client account(s), which constitutes a standing letter of authorization (SLOA). Accordingly, AWM will follow the safeguards specified by the SEC rather than undergo an annual audit. AWM is also deemed to have custody of assets in the private fund(s) it serves as the Managing Member and investment manager for AIM Defined Investment Fund, LLC, AIM Real Asset Opportunities Fund, LLC, AIM Ventura Capital Fund, LLC, AIM Ventura Co-Invest I, LLC, and AIM Ventura Co-Invest II, LLC. While AWM does not have physical custody of client funds or securities, payments of fees may be paid by the custodian from the custodial brokerage account that holds client funds pursuant to the client’s account application. In certain jurisdictions, the ability of AWM to withdraw its management fees from the client’s account may be deemed custody. Prior to permitting direct debit of fees, each client provides written authorization permitting fees to be paid directly from the custodian. As part of the billing process, the client’s custodian is advised of the amount of the fee to be deducted from that client’s account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. The custodian does not calculate the amount of the fee to be deducted and does not verify the accuracy of AWM’s advisory calculation. Therefore, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation. Clients should contact AWM directly if they believe that there may be an error in their B. ACCOUNT STATEMENTS statement. Although AWM is the client’s adviser, the client’s statements will be mailed or made available electronically by the broker-dealer or custodian. When the client receives these statements, they should be reviewed carefully. Clients should compare asset values, holdings, and fees on the statement to that in the account statement issued the previous period. 29  ITEM 16 INVESTMENT DISCRETION AWM has full discretionary authority to supervise and direct the investments of a client’s account. Clients grant this authority upon execution of AWM’s client agreement. This authority is for the purpose of making and implementing investment decisions, without the client’s prior consultation. All investment decisions are made in accordance with the client’s stated investment objectives. Other than management fees and performance fees, where applicable, due to AWM, which AWM will receive directly from the custodian, AWM ’s discretionary authority does not give authority to take or have possession of any assets in the client’s account or to direct delivery of any securities or payment of any funds held in the account to AWM. Furthermore, AWM’s discretionary authority by agreement does not allow it to direct the disposition of such securities or funds to anyone except the account owner. However, these rules may not apply if AWM is the managing partner of a private fund where it would have discretion to do such activities listed above. ITEM 17 VOTING CLIENT SECURITIES AWM will not vote proxies which are solicited for securities held in client accounts. AWM will not be required to render any advice with respect to the voting of proxies solicited by or with respect to the issuers of securities in which assets of the client’s account may be invested in occasionally. Furthermore, AWM will not take any action or render any advice with respect to any securities held in any client’s accounts that are named in or subject to class action lawsuits. AWM will, however, forward to the client any information received by AWM regarding class action legal matters involving any security held in the client’s account. ITEM 18 FINANCIAL INFORMATION A. BALANCE SHEET REQUIREMENT Except as otherwise described, AWM is not the qualified custodian for client funds or securities and does not require prepayment of fees of more than $1,200 per client, six (6) months or more in advance. B. FINANCIAL CONDITION AWM does not have any financial impairment that would preclude the Firm from meeting contractual commitments to clients. C. BANKRUPTCY PETITION AWM has not been the subject of a bankruptcy petition at any time during the last ten (10) years. 30