AFFINITY CAPITAL ADVISORS LLC

Item 1: Cover Page Part 2A of Form ADV: Firm Brochure April 2025 825 Page Street Berkeley, CA 94710 Firm Contact: Jonathan M. Cardenas Chief Compliance Officer This brochure provides information about the qualifications and business practices of Affinity Capital Advisors, LLC. If clients have any questions about the contents of this brochure, please contact us by telephone at 510-984-0261 or email Jonathan@affinitycapital.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any State Securities Authority. Additional information about Affinity Capital Advisors, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. Please note that the use of the term “registered investment adviser” and description of Affinity Capital Advisors, LLC and/or our associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise clients for more information on the qualifications of our firm and our employees.  Item 2: Material Changes Affinity Capital Advisors, LLC is required to advise clients of any material changes to our Firm Brochure (“Brochure”) from our last annual update. Since the last Annual Updating Amendment filed on March 24, 2025, we do not have material changes to report. ADV Part 2 - Firm Brochure Page 2 Affinity Capital Advisors LLC  Item 3: Table of Contents Item 1: Cover Page ....................................................................................................................................... 1 Item 2: Material Changes ............................................................................................................................ 2 Item 3: Table of Contents ............................................................................................................................ 3 Item 4: Advisory Business .......................................................................................................................... 4 Item 5: Fees & Compensation ..................................................................................................................... 6 Item 6: Performance-Based Fees & Side-By-Side Management .............................................................. 7 Item 7: Types of Clients............................................................................................................................... 8 Item 8: Methods of Analysis, Investment Strategies & Risk of Loss ........................................................ 8 Item 9: Disciplinary Information .............................................................................................................. 11 Item 10: Other Financial Industry Activities & Affiliations .................................................................... 11 Item 11: Code of Ethics, Participation or Interest in .............................................................................. 12 Client Transactions & Personal Trading .................................................................................................. 12 Item 12: Brokerage Practices ................................................................................................................... 13 Item 13: Review of Accounts or Financial Plans ..................................................................................... 16 Item 14: Client Referrals & Other Compensation ................................................................................... 16 Item 15: Custody ....................................................................................................................................... 17 Item 16: Investment Discretion ............................................................................................................... 18 Item 17: Voting Client Securities .............................................................................................................. 18 Item 18: Financial Information ................................................................................................................ 18 ADV Part 2 - Firm Brochure Page 3 Affinity Capital Advisors LLC  Item 4: Advisory Business We are dedicated to providing individuals and other types of clients with a wide array of investment advisory services. Our firm is a Partnership formed in the State of California. Our firm has been in business as an investment adviser since 2013 and is owned by Ocean Springs, Inc (45%), Perula Inc.(45%) and Honor and Grace, Inc (10%). Description of the Types of Advisory Services We Offer Comprehensive Portfolio Management: As part of our Comprehensive Portfolio Management service clients will be provided asset management and financial planning or consulting services. This service is designed to assist clients in meeting their financial goals through the use of a financial plan or consultation. Our firm conducts client meetings to understand their current financial situation, existing resources, financial goals, and tolerance for risk. Based on what is learned, an investment approach is presented to the client, consisting of individual stocks, bonds, ETFs, options, mutual funds and other public and private securities or investments. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. Upon client request, our firm provides a summary of observations and recommendations for the planning or consulting aspects of this service. Tax Planning & Preparation: As a standalone service, our firm offers standalone tax planning and preparation. This planning and preparation may encompass all or one of the following: income tax, business structure, tax exposure assessments, succession planning, estate planning, tax deferral, asset protection, retirement planning, business minimization structuring, tax review and submission reports, etc. Retirement Plan Consulting: Our firm provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising could include: investment options, plan structure and participant education. Retirement Plan Consulting services typically include:   Establishing an Investment Policy Statement – Our firm may assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. Investment Options – Our firm will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes.   Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation and tolerance for risk. Investment Monitoring – Our firm will monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility. In providing services for retirement plan consulting, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate ADV Part 2 - Firm Brochure Page 4 Affinity Capital Advisors LLC  funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Referrals to Third Party Money Managers: Our firm utilizes the services of a third-party money manager for the management of client accounts. Investment advice and trading of securities will only be offered by or through the chosen third-party money manager. Our firm will not offer advice on any specific securities or other investments in connection with this service. Prior to referring clients, our firm will provide initial due diligence on third party money managers and ongoing reviews of their management of client accounts. In order to assist in the selection of a third-party money manager, our firm will gather client information pertaining to financial situation, investment objectives, and reasonable restrictions to be imposed upon the management of the account. Our firm will periodically review third party money manager reports provided to the client at least annually. Our firm will contact clients from time to time in order to review their financial situation and objectives; communicate information to third party money managers as warranted; and, assist the client in understanding and evaluating the services provided by the third party money manager. Clients will be expected to notify our firm of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial standing. Use of Pontera Solutions, Inc. Our firm uses the Pontera platform made available by Pontera Solutions, Inc. (“Pontera”), a third- party online platform, to assist with management of clients’ “held away” accounts, including 401(k)s and 403(b)s, and as an order management system for such accounts where our firm implements tax- efficient asset location and opportunistic rebalancing strategies on behalf of the client. The specific fee schedule charged by Affinity Capital for account management of held away assets is established in the client’s written agreement with Affinity Capital. To facilitate use of the Pontera platform, the client securely logs into the Pontera site and entitles Affinity Capital to manage the assets. Pontera charges Affinity Capital 25 bps for each managed account. Clients do not pay any additional fee to Pontera or to Affinity Capital in connection with platform participation. Affinity Capital is not affiliated with the Pontera platform in any way and receives no compensation from them for using their platform. Investment management fees are generally directly debited on a pro rata basis from client accounts. The exception for this is directly-managed held-away accounts, such as 401(k)s. As it is impossible to directly debit the fees from these accounts, those fees will be assigned to the client’s taxable accounts on a pro-rata basis. If the client does not have a taxable account, those fees will be billed directly to the client. Tailoring of Advisory Services We offer individualized investment advice to all clients. Each client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on ADV Part 2 - Firm Brochure Page 5 Affinity Capital Advisors LLC  investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Bill Payment Services Our firm provides comprehensive Bill Payment Services, offering assistance with the management and payment of bills and invoices. We are equipped to categorize, approve, authorize, and schedule payments on behalf of our clients. Our services encompass bill payment, record-keeping, and detailed reporting. Upon receipt of invoices or written instructions from our clients, we ensure prompt processing within five business days. All invoices and corresponding payments are logged, scanned into a client register, and made readily available for client review. Participation in Wrap Fee Programs Our firm does not offer or sponsor a wrap fee program. Regulatory Assets Under Management As of December 31, 2024, our firm manages $508,371,870 in discretionary and $127,709,609 in non- discretionary assets. Item 5: Fees & Compensation Compensation for Our Advisory Services Comprehensive Portfolio Management: The maximum annual fee charged for this service will not exceed 1.75%. Our firm’s fees are billed on a pro-rata annualized basis quarterly in arrears based on the value of the client’s account(s) on the last day of the quarter. Clients may be billed on a pro-rata basis quarterly in advance based on the value of the account(s) on the last day of the previous quarter. Our firm bills on cash unless otherwise indicated in writing. The chosen billing cycle will be detailed in the client’s advisory agreement. Please note that fees will be adjusted for deposits and withdrawals made during the quarter in excess of $10,000. Fees are negotiable and will be deducted from the client’s managed account. In rare cases, our firm will agree to directly invoice. As part of this process, clients understand and acknowledge the following: a) The client’s independent custodian sends statements at least quarterly to the client showing the market values for each security included in the Assets and all disbursements in the client’s account including the amount of the advisory fees paid to us; b) Clients provide authorization permitting us to be directly paid by these terms. We send our invoice directly to the custodian; and c) If we send a copy of our invoice to the client, it will include a legend urging the comparison of information provided in our statement with those from the qualified custodian. For the sub-advisory services rendered to our clients, our firm compensates third party investment advisory firms or individual advisors a percentage of the overall investment advisory fee charged by our firm. The advisory fee paid shall not exceed the fee published for this service. The terms and ADV Part 2 - Firm Brochure Page 6 Affinity Capital Advisors LLC  conditions under which the client shall engage the third-party investment advisory firm or individual advisors shall be set forth in a separate agreement between the client and the designated third party. Tax Planning & Preparation: Our tax planning and preparation services will be billed at an hourly rate not to exceed $500. The estimated fee will be based on the scope and complexity of the tax return. Full payment is due when the return has been prepared. Retirement Plan Consulting: Our Retirement Plan Consulting services are billed on an hourly or flat fee basis, or a fee based on the percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. The maximum hourly fee to be charged will not exceed $500. Our flat fees range from $750 to $30,000. Fees based on a percentage of managed Plan assets will not exceed 1.25%. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Bill Payment Services: The fees for Bill Payment Services will be included as part of the investment management fee and are not billed separately, or as a standalone charge. Other Types of Fees & Expenses: Clients will incur transaction charges for trades executed in their accounts, via individual transaction charges. These transaction fees are separate from our fees and will be disclosed by the Custodian that the trades are executed through. Our recommended custodian, Schwab does not charge transaction fees for U.S. listed equities and exchange traded funds. Since we pay the transaction fees charged by the custodian to clients participating in our wrap fee program, this presents a conflict of interest because we are incentivized to recommend equities and exchange traded funds over other types of securities in order to reduce our costs. Also, clients will pay the following separately incurred expenses, which we do not receive any part of: charges imposed directly by a mutual fund, index fund, or exchange traded fund which shall be disclosed in the fund’s prospectus (i.e., fund management fees and other fund expenses). Termination & Refunds Fees for our services may be charged in advance or arrears. Either party may terminate the signed advisory agreement in writing at any time. Upon termination of the advisory agreement, our firm will process a pro-rata refund of the unearned portion of advisory fees for clients charged in advance. Clients charged in arrears will receive a final bill for services rendered. Commissionable Securities Sales Our firm and representatives do not sell securities for a commission in advisory accounts. Item 6: Performance-Based Fees & Side-By-Side Management ADV Part 2 - Firm Brochure Page 7 Affinity Capital Advisors LLC  Our firm does not charge performance fees. Item 7: Types of Clients We have the following types of clients:  Individuals and High Net Worth Individuals;  Trusts, Estates or Charitable Organizations; and  Corporations, Limited Liability Companies and/or Other Business Types Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Methods of Analysis We use the following methods of analysis in formulating our investment advice and/or managing client assets:  Charting. In this type of technical analysis, we review charts of market and security activity in an attempt to identify when the market is moving up or down and to predict when how long the trend may last and when that trend might reverse.  Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock.  Technical Analysis. We analyze past market movements and apply that analysis to the present in an attempt to recognize recurring patterns of investor behavior and potentially predict future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly managed or financially unsound company may underperform regardless of market movement. Investment Strategies We Use We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations:  Cash & Cash Equivalents: Cash and cash equivalents generally refer to either United States dollars or highly liquid short-term debt instruments such as, but not limited to, treasury bills, bank CD’s and commercial papers. Generally, these assets are considered nonproductive and will be exposed to inflation risk and considerable opportunity cost risk. Investments in cash and cash equivalents will generally return less than the advisory fee charged by our firm. Our firm may recommend cash and cash equivalents as part of our clients’ asset allocation when deemed appropriate and in their best interest. Our firm considers cash and cash equivalents to be an asset class. Therefore, our firm assess an advisory fee on cash and cash equivalents unless indicated otherwise in writing. ADV Part 2 - Firm Brochure Page 8 Affinity Capital Advisors LLC   Debt Securities (Bonds): Issuers use debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. Bonds with longer rates of maturity tend to have greater reinvestment, credit, inflation, duration, market and interest rate risks. Certain additional risk factors relating to debt securities include: (a) When interest rates are declining, investors have to reinvest their interest income and any return of principal, whether scheduled or unscheduled, at lower prevailing rates.; (b) Inflation causes tomorrow’s dollar to be worth less than today’s; in other words, it reduces the purchasing power of a bond investor’s future interest payments and principal, collectively known as “cash flows.” Inflation also leads to higher interest rates, which in turn leads to lower bond prices.; (c) Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. Investors can also expect periods of economic change and uncertainty, which can result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. (d) Debt securities may contain redemption or call provisions entitling their issuers to redeem them at a specified price on a date prior to maturity. If an issuer exercises these provisions in a lower interest rate market, the account would have to replace the security with a lower yielding security, resulting in decreased income to investors. Usually, a bond is called at or close to par value. This subjects investors that paid a premium for their bond risk of lost principal. In reality, prices of callable bonds are unlikely to move much above the call price if lower interest rates make the bond likely to be called.; (e) If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the account may incur losses or expenses in seeking recovery of amounts owed to it.; (f) There may be little trading in the secondary market for particular debt securities, which may affect adversely the account's ability to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt securities. Our firm attempts to reduce the risks described above through diversification of the client’s portfolio and by credit analysis of each issuer, as well as by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that our firm will be successful in doing so. Credit ratings for debt securities provided by rating agencies reflect an evaluation of the safety of principal and interest payments, not market value risk. The rating of an issuer is a rating agency's view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a rating is assigned and updated.  Long-Term Purchases. When utilizing this strategy, we may purchase securities with the idea of holding them for a relatively long time (typically held for at least a year). A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantages of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value. Typically, we employ this strategy when we believe the securities to be well valued; and/or we want exposure to a particular asset class over time, regardless of the current projection for this class. ADV Part 2 - Firm Brochure Page 9 Affinity Capital Advisors LLC   Mutual Funds: A mutual fund is a company that pools money from many investors and invests that money in a variety of differing security types based on the objectives of the fund. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares are 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). 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. With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which is calculated daily after market close. We do not analyze the individual securities that make up mutual funds that we invest client assets in. Rather, we analyze mutual funds in the general sense of fitting an investment style or obtaining an investment goal. The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed by an investment adviser who researches, selects, and monitors the performance of the securities purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds.; (c) Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed on redemption. Mutual funds also have features that some investors might view as disadvantages: (a) Investors must pay sales charges, annual fees, and other expenses regardless of how the fund performs. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distributions they receive. This includes instances where the fund performed poorly after purchasing shares.; (b) 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.; and (c) With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds, however, are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them. Moreover, in ADV Part 2 - Firm Brochure Page 10 Affinity Capital Advisors LLC  addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. That is because the law requires mutual funds to distribute capital gains to shareholders if they sell securities for a profit, and cannot use losses to offset these gains.  Short-Term Purchases. When utilizing this strategy, we may also purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase.  Options. We may use options as an investment strategy. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an asset (such as a share of stock) at a specific price on or before a certain date. An option, just like a stock or bond, is a security. An option is also a derivative, because it derives its value from an underlying asset. The two types of options are calls and puts: A call gives us the right to buy an asset at a certain price within a specific period of time. We buy a call if we have determined that there is likely potential that a stock might increase substantially before the option expires. A put gives the holder the right to sell an asset at a certain price within a specific period of time. We buy a put if we have determined that the price of the stock may fall before the option expires. Selling or “writing” a call option means that the seller agrees to deliver a specified amount of underlying shares of a stock at an agreed upon price, known as the “strike” price, by a set date, known as the expiration date, while a put option seller agrees to buy the underlying shares of a stock at an agreed upon price by a set date. Please Note: Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may increase and client account(s) could enjoy a gain, it is also possible that the stock market may decrease, and client account(s) could suffer a loss. It is important that clients understand the risks associated with investing in the stock market, are appropriately diversified in the client’s investments, and ask us any questions. Item 9: Disciplinary Information There are no legal or disciplinary events that are material to the evaluation of our advisory business or the integrity of our management. Item 10: Other Financial Industry Activities & Affiliations Sean Kenmore is a licensed real estate broker. As a result, he may receive customary fees associated with real estate transactions. These services are independent of Affinity Capital Advisors LLC’s advisory services and are governed under a separate engagement agreement. Clients are under no obligation to utilize this service and will not be actively solicited. Sean Kenmore is a Managing Member of First Gen, LLC, a real estate investment firm. Clients of our firm were offered the opportunity to invest in this firm. Clients are no longer actively solicited for this engagement as it was a one-time investment opportunity. Sean Kenmore is co-partner of Newberry, LLC, a real estate holding company, with a client of our firm. This may create a conflict of interest as Mr. Kenmore may favor this client when making investment decisions. To mitigate this potential conflict, Mr. Kenmore will avoid preferential treatment and follow his fiduciary duty to act in each client's best interest. ADV Part 2 - Firm Brochure Page 11 Affinity Capital Advisors LLC  Representatives of our firm own Real Estate Investment Companies. As a result, they may receive income from the rent and sale of investment properties. These investment companies and their holdings are independent of our advisory services. Our firm nor its representatives actively solicit to clients to invest in these Real Estate Investment Companies. To mitigate any potential conflict of interest, representatives of our firm, as fiduciaries, will act in the client’s best interest and are bound to our Code of Ethics. Representatives of our firm are licensed insurance agents/brokers. They may offer insurance products and receive fees as a result of insurance sales. A conflict of interest may arise as these insurance sales may create an incentive to recommend products based on the compensation earned. To mitigate this potential conflict, our representatives will act in the client’s best interest. Representatives of our firm are non-practicing attorneys with Affinity Capital, LLC. These services are independent of investment advisory services and are governed under a separate engagement agreement. Clients will not be solicited to utilize these services. Please see Item 4 above for more information about the selection of third-party money managers. The compensation paid to our firm by third party managers may vary, and thus, creates a conflict of interest in recommending a manager who shares a larger portion of its advisory fees over another manager. Prior to referring clients to third party advisors, our firm will ensure that third party advisors are licensed, or notice filed with the respective authorities. A potential conflict of interest for our firm in utilizing a third-party advisor is receipt of discounts or services not available to us from other similar advisers. In order to minimize this conflict our firm will make our recommendations/selections in the best interest of our clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading We recognize that the personal investment transactions of members and employees of our firm demand the application of a high Code of Ethics and require that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, we believe that if investment goals are similar for clients and for members and employees of our firm, it is logical and even desirable that there be common ownership of some securities. Therefore, in order to prevent conflicts of interest, we have in place a set of procedures (including a pre- clearing procedure) with respect to transactions effected by our members, officers and employees for their personal accounts1. In order to monitor compliance with our personal trading policy, we have a quarterly securities transaction reporting system for all of our associates. Furthermore, our firm has established a Code of Ethics which applies to all of our associated persons. An investment adviser is considered a fiduciary. As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. We have a fiduciary duty to all clients. Our fiduciary duty is considered the core underlying principle for our Code of Ethics which also includes Insider Trading and Personal Securities Transactions Policies and Procedures. We require all of our supervised persons to conduct business with 1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse, his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect beneficial interest in. ADV Part 2 - Firm Brochure Page 12 Affinity Capital Advisors LLC  the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment or affiliation and at least annually thereafter, all supervised persons will sign an acknowledgement that they have read, understand, and agree to comply with our Code of Ethics. Our firm and supervised persons must conduct business in an honest, ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. However, if a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided promptly upon request. Neither our firm nor a related person recommends to clients, or buys or sells for client accounts, securities in which our firm or a related person has a financial interest in excess of 10% of the individual security. Related persons of our firm may buy or sell securities and other investments that are also recommended to clients. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Related persons of our firm may buy or sell securities for themselves at or about the same time they buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Item 12: Brokerage Practices The Custodian & Brokers We Use We do not maintain custody of client assets that we manage, although we may be deemed to have constructive custody of client assets if our firm is given the authority to withdraw assets from client account(s) (see “Item 15: Custody”). Client assets must be maintained in an account at a “qualified custodian,” generally a broker/dealer or bank. We recommend Charles Schwab & Co., Inc. (“Schwab”), member FINRA/SIPC/NFA, as the qualified custodian from whom we are independently owned and operated. Schwab will hold client assets in a brokerage account and buy and sell securities when we instruct them to. While we recommend that clients use Schwab as custodian/broker, clients will decide whether to do so and will open an account with Schwab by entering into an account agreement directly with them. We do not open the account for clients, although we may assist in doing so. If clients do not wish to place their assets with Schwab, we will not be able manage the account(s). Not all advisors require their clients to use a particular broker-dealer or other custodian selected by our firm. Even though a client account is maintained at Schwab, we can still use other brokers to execute trades for that account as described below (see “Client Brokerage & Custody Costs”). How We Select Brokers/Custodians We seek to use a custodian/broker who will hold client assets and execute transactions on terms that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others:  Combination of transaction execution services and asset custody services (generally without a separate fee for custody)  Capability to execute, clear, and settle trades (buy and sell securities for client account(s)) ADV Part 2 - Firm Brochure Page 13 Affinity Capital Advisors LLC   Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.)  Breadth of available investment products (stocks, bonds, mutual funds, ETFs, etc.)  Availability of investment research and tools that assist us in making investment decisions  Quality of services  Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices  Reputation, financial strength, and stability  Prior service to us and our other clients  Availability of other products and services that benefit us, as discussed below (see “Products & Services Available to Us From Schwab”) Client Brokerage & Custody Costs For our clients’ accounts that Schwab maintains, Schwab generally does not charge clients separately for custody services but is compensated by charging clients commissions or other fees on trades that it executes or that settle into the client’s Schwab account. Schwab’s commission rates applicable to our client accounts were negotiated based on the condition that our firm collectively maintains a total of at least $10 million of their assets in accounts at Schwab. This commitment benefits the client because the overall commission rates paid often are lower than they would be otherwise. In addition to commissions, Schwab charges the account a flat dollar amount as a “prime broker” or “trade away” fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the Schwab account. These fees are in addition to the commissions or other compensation paid to the executing broker-dealer. Because of this, in order to minimize trading costs, we have Schwab execute most trades for client account(s). We have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How We Select Brokers/Custodians”). Products & Services Available to Us Schwab Advisor Services™ (formerly called Schwab Institutional®) is Schwab’s business serving independent investment advisory firms like us. They provide us and our clients with access to its institutional brokerage— trading, custody, reporting, and related services—many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services generally are available on an unsolicited basis (we don’t have to request them) and at no charge to us as long as our clients collectively maintain a total of at least $10 million of their assets in accounts at Schwab. If our clients collectively have less than $10 million in assets at Schwab, Schwab may charge us quarterly service fees of $1,200. Following is a more detailed description of the provided support services: Services That Benefit Clients Schwab’s brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. ADV Part 2 - Firm Brochure Page 14 Affinity Capital Advisors LLC  Services That May Not Directly Benefit Clients Schwab also makes available to us other products and services that benefit us but may not directly benefit clients or client account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that:  Provide access to client account data (such as duplicate trade confirmations and account statements)  Facilitate trade execution and allocate aggregated trade orders for multiple client accounts  Provide pricing and other market data  Facilitate payment of our fees from our clients’ accounts  Assist with back-office functions, recordkeeping, and client reporting Services That Generally Benefit Us Schwab may also offer other services intended to help us manage and further develop our business enterprise. These services include:  Educational conferences and events  Consulting on technology, compliance, legal, and business needs  Publications and conferences on practice management and business succession  Access to employee benefits providers, human capital consultants, and insurance providers Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits, such as occasional business entertainment of our personnel. Other than using custodial services and trade execution from Schwab, ACA uses its own proprietary analytics and third party research in making investment decisions for clients. Our Interest in Schwab’s Services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We don’t have to pay for Schwab’s services so long as our clients collectively keep a total of at least $10 million of their assets in accounts at Schwab. Beyond that, these services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. The $10 million minimum may give us an incentive to require that clients maintain their account with Schwab, based on our interest in receiving Schwab’s services that benefit our business rather than based on client interest in receiving the best value in custody services and the most favorable execution of transactions. This is a potential conflict of interest. We believe, however, that our selection of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “How We Select Brokers/Custodians”) and not Schwab’s services that benefit only us. We do not believe that requiring our clients to collectively maintain at least $10 million of those assets at Schwab in order to avoid paying Schwab quarterly service fees presents a material conflict of interest. Special Considerations for ERISA Clients ADV Part 2 - Firm Brochure Page 15 Affinity Capital Advisors LLC  A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, our firm will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. Aggregation of Purchase or Sale We perform investment management services for various clients. There are occasions on which portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same security for numerous accounts served by our firm, which involve accounts with similar investment objectives. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they are affected only when we believe that to do so will be in the best interest of the effected accounts. When such concurrent authorizations occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts involved. In any given situation, we attempt to allocate trade executions in the most equitable manner possible, taking into consideration client objectives, current asset allocation and availability of funds using price averaging, proration and consistently non-arbitrary methods of allocation. Item 13: Review of Accounts or Financial Plans We review accounts on at least a quarterly basis for our clients subscribing to our Financial Planning & Portfolio Management services. The nature of these reviews is to learn whether clients’ accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. We do not provide written reports to clients, unless asked to do so. Verbal reports to clients take place on at least an annual basis when we contact clients. Investment adviser representatives of our firm will conduct reviews. We may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. Item 14: Client Referrals & Other Compensation We receive an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors that have their clients maintain accounts at Schwab. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). The availability to us of Schwab’s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. ADV Part 2 - Firm Brochure Page 16 Affinity Capital Advisors LLC  We do not pay referral fees (non-commission based) to independent solicitors (non-registered representatives) for the referral of their clients to our firm in accordance with Rule 206 (4)-3 of the Investment Advisers Act of 1940. Item 15: Custody Bill Payment Services: As previously mentioned, our firm engages in bill payment services for specific client accounts. Therefore, under securities laws, our firm is considered to have custody, even when we do not physically hold client funds or assets. The client funds and securities under our custody undergo verification through an annual examination conducted by an independent public accountant registered with the Public Company Accounting Oversight Board (PCAOB). This examination occurs at irregular intervals each calendar year, chosen by the accountant without prior notice to our firm. Clients are encouraged to communicate any inquiries regarding the custody, safety, or security of their assets, as well as seek our recommendations on custodial matters. Deduction of Advisory Fees: We are deemed to have custody of certain client assets if given the authority to withdraw assets from client accounts, as further described below under “Third Party Money Movement.” All our clients receive account statements directly from their qualified custodian(s) at least quarterly upon opening of an account. We urge our clients to carefully review these statements. Additionally, if our firm decides to send its own account statements to clients, such statements will include a legend that recommends the client compare the account statements received from the qualified custodian with those received from our firm. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets and our custodial recommendations. Third Party Money Movement: The SEC issued a no-action letter (“Letter”) with respect to the Rule 206(4)-2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a third party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards in conjunction with our custodian:  The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed.  The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time.  The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer.  The client has the ability to terminate or change the instruction to the client’s qualified custodian. ADV Part 2 - Firm Brochure Page 17 Affinity Capital Advisors LLC   The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction.  The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser.  The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16: Investment Discretion Clients provide our firm with investment discretion on their behalf, pursuant to an executed investment advisory client agreement. By granting investment discretion, we are authorized to execute securities transactions, which securities are bought and sold and the total amount to be bought and sold. Limitations may be imposed by the client in the form of specific constraints on any of these areas of discretion with our firm’s written acknowledgement. Item 17: Voting Client Securities Our firm does not accept the proxy authority to vote client securities except in specific cases in which our firm is required to take on this authority. Our firm will occasionally be required to accept this authority when servicing Charles Schwab & Co. Inc. Trust Accounts in which the Trustee is unable to accept the authority. Aside from these special cases, clients will receive proxies or other solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to our firm, our firm will forward them to the appropriate client and ask the party who sent them to mail them directly to the client in the future. Clients may call, write or email us to discuss questions they may have about particular proxy votes or other solicitations. Item 18: Financial Information Our firm is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments. Our firm does not require the prepayment of more than $1,200 in fees when services cannot be rendered within 6 months. Our firm has never been the subject of a bankruptcy proceeding. ADV Part 2 - Firm Brochure Page 18 Affinity Capital Advisors LLC