Arena Private Wealth

Brochure Form ADV Part 2A Item 1 - Cover Page OCM Private Wealth, LLC dba Arena Private Wealth dba Arena Alternatives Group CRD #332302 401 N. Michigan Avenue, Suite 610 Chicago, IL 60611 Phone: (312)798-9045 www.arenapw.com www.arenapw.io July 30, 2026 This brochure provides information about the qualifications and business practices of OCM Private Wealth, LLC dba Arena Private Wealth and Arena Alternatives Group, (together referred to as “ARENA” or “the Firm.) If you have any questions about the contents of this Brochure, please contact us at (312) 798-9045. 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. OCM Private Wealth LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. Additional information about OCM Private Wealth, LLC is also available on the SEC's website at www.adviserinfo.sec.gov.  Item 2 - Material Changes This Brochure, dated July 30, 2026, was prepared in accordance with the SEC requirements and contains the following material changes from our Annual update on January 11, 2025.  Under Item 4 - Advisory Business, the firm updated language to provide additional information around other business names under which the firm provides its advisory services.  Under Item 4 – Advisory Business, the firm updated language regarding the types of advisory services it provides to private funds and pooled investment vehicles and its relationship with other advisory affiliates.  Under Item 4- Advisory Business and Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss, the firm added language regarding the firm’s use of Artificial Intelligence to aid operational efficiency.  Under Item 4- Advisory Business- Updated AUM to include Pooled Vehicle AUM from ADV Part 1A Section 7.B.(1).  Under Item 5 - Fees and Compensation, the firm updated language regarding process to amend Investment Advisory Agreement.  Under Item 6 – Performance-Based Fees and Side-By-Side Management, the firm added language regarding performance fees for pooled investment vehicles managed by the firm.  Under Item 7 – Types of Clients, the firm enhanced language to specifically identify pooled investment vehicles and private funds, complementing the wealth management services it provides.  Under Item 8 – Method of Analysis, Investment Strategies and Risk of Loss, the firm added language in regard to the risk of loss.  Under Item 10 - Other Financial Industry Activities and Affiliations, GP Entities and private funds have been updated to reflect the ADV Part 1 A Schedule D Section 7 A. and 7 B.(1) listings.  Under Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, the firm added language relating to our pooled investment vehicles.  Under Item 12 - Brokerage Practices and Item 14- Client Referrals and Other Compensation, the firm updated language to update custodian information.  Under Item 15 – Custody, the firm added language relating to our pooled investment vehicles. You may obtain a copy of our Brochure by contacting us at (312)798-9045. Additional information about Arena Private Wealth, LLC is also available via the SEC’s website at www.adviserinfo.sec.gov.  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 and Compensation ......................................................................................................................... 8 Item 6 - Performance-Based Fees and Side-By-Side Management..................................................... 10 Item 7 - Types of Clients ....................................................................................................................................... 10 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ............................................. 10 Item 9 - Disciplinary Information ..................................................................................................................... 16 Item 10 - Other Financial Industry Activities and Affiliations.............................................................. 16 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................................................................................................................................................ 17 Item 12 - Brokerage Practices ........................................................................................................................... 19 Item 13 - Review of Accounts ............................................................................................................................ 23 Item 14 - Client Referrals and Other Compensation ................................................................................ 24 Item 15 – Custody ................................................................................................................................................... 24 Item 16 - Investment Discretion ....................................................................................................................... 25 Item 17 - Voting Client Securities ..................................................................................................................... 25 Item 18 - Financial Information ........................................................................................................................ 25  Item 4 - Advisory Business General Information OCM Private Wealth, LLC (hereinafter referred to as “OCMPW”, “OCM Private Wealth” or “The Firm” and also doing business as Arena Private Wealth and Arena Alternatives Group (together referred to as “ARENA”)) is a registered investment advisor based in Chicago, Illinois. We are organized as a limited liability company under the laws of the State of Delaware. We began providing investment advisory services in 2024. Mitchell Stein, Jason Tosh and Ryan Watt are Principals and the owners of ARENA. As of December 31, 2025, the firm has $404,708,163 of regulatory assets under management. SERVICES OFFERED Currently, we offer the following investment advisory services which are personalized to each individual client: financial planning services, portfolio management for individuals and/or small businesses, portfolio management for pooled investment vehicles and selection of other advisers. For more information, please contact us to receive a copy of the ARENA’s Form ADV Part 2B Brochure Supplement. At the outset of each client relationship, ARENA spends time with the client, asking questions, discussing the client’s investment experience and financial circumstances, and broadly identifying major goals of the client. Clients may elect to retain ARENA to prepare a full financial plan. This written report is presented to the client for consideration. In most cases, clients subsequently retain ARENA to manage the investment portfolio on an ongoing basis. For those financial planning clients making this election, and for other clients who do not need financial planning but retain ARENA for portfolio management services, based on all the information initially gathered, ARENA generally develops with each client:  a financial outline for the client based on the client’s financial circumstances and goals,  and the client’s risk tolerance level (the “Financial Profile” or “Profile”); the client’s investment objectives and guidelines (the “Investment Plan” or “Plan”). The Financial Profile is a reflection of the client’s current financial picture and a look to the future goals of the client. The Investment Plan outlines the types of investments ARENA will make or recommend on behalf of the client to meet those goals. The Profile and the Plan are discussed regularly with each client but are not necessarily written documents. Finally, where ARENA provides only limited financial planning, ARENA will work with the client to prepare an appropriate summary of the specific project(s) to the extent necessary or advisable under the circumstances. Financial Planning One of the services offered by ARENA is financial planning, described below. This service may be provided as a stand-alone service or may be coupled with ongoing portfolio management.  Financial planning may include advice that addresses one or more areas of a client's financial situation, such as estate planning, risk management, budgeting and cash flow controls, retirement planning, education funding, and investment portfolio design. Depending on a client’s particular situation, financial planning may include some or all of the following:  Gathering factual information concerning the client's personal and financial situation;  Assisting the client in establishing financial goals and objectives;  Analyzing the client’s present situation and anticipated future activities in light of the  client’s financial goals and objectives; Identifying problems foreseen in the accomplishment of these financial goals and objectives and offering alternative solutions to the problems;  Making recommendations to help achieve retirement plan goals and objectives;  Designing an investment portfolio to help meet the goals and objectives of the client;  Providing estate planning strategies;  Assessing risk and reviewing basic health, life and disability insurance needs;  Providing tax planning strategies; or  Reviewing goals and objectives and measuring progress toward these goals. Once Financial Planning advice is given, the client may choose to have ARENA implement the client’s financial plan and manage the investment portfolio on an ongoing basis. However, the client is under no obligation to act upon any of the recommendations made by ARENA under a Financial Planning engagement and/or engage the services of any recommended professional. Portfolio Management As described above, at the beginning of a client relationship, ARENA meets with the client, gathers information, and performs research and analysis as necessary to develop the client’s Investment Plan. The Investment Plan will be updated from time to time when requested by the client, or when determined to be necessary or advisable by ARENA based on information provided by the client regarding changes in the client’s financial circumstances. To implement the client’s Investment Plan, ARENA will manage the client’s investment portfolio on a discretionary or a non-discretionary basis. As a discretionary investment adviser, ARENA will have the authority to supervise and direct trades in the portfolio as agreed but without specific consultation with the client. Under a non-discretionary arrangement, clients must be contacted prior to the execution of any trade in the account(s) under management. This may result in a delay in executing recommended trades, which could adversely affect the performance of the portfolio. This delay also normally means the affected account(s) will not be able to participate in block trades, a practice designed to enhance the execution quality, timing and/or cost for all accounts included in the block. In a non-discretionary arrangement, the client retains the responsibility for the final decision on all actions taken with respect to the portfolio. Notwithstanding the foregoing, clients will have the opportunity to impose certain written restrictions on ARENA in the management of their investment portfolios, such as prohibiting the inclusion of certain types of investments in an investment portfolio or prohibiting the sale of certain investments held in the account at the commencement of the relationship. Each client should note, however, that certain restrictions imposed by a client will adversely affect the composition and performance of the client’s investment portfolio. Each client should also note that his or her investment portfolio is treated individually by giving consideration to each purchase or sale for the client’s account. For these and other reasons, performance of certain  client investment portfolios within the same investment objectives, goals and/or risk tolerance will differ and clients should not expect that the composition or performance of their investment portfolios would necessarily be consistent with similar clients of ARENA. Pooled Investment Vehicles and Private Funds The firm provides investment advisory services to private funds. Affiliates of the firm, Whiskey Partners I LLC and OCM Private Wealth Alternative Opportunities Fund I GP LLC whose members include the Principals of the firm and Ari Schottenstein, serve as the general partner and provides management and consulting services to pooled investment vehicles. Please also note, affiliates of the firm (AO Series SLP, LLC, OCM Private Wealth Alternative Opportunities Fund I, LP, AO1 Lambda LLC, AO1 Open LLC, AO1 Rhoback LLC, AO1 Sannt LLC, OCM PW Lambda LLC and OCM PW Positron, LLC) serve as a special limited partner for select private funds managed by ARENA, whereby the special limited partner receives an additional economic benefit in the form of carried interest. For more information, including a description of the additional conflicts of interest associated with this activity, please see Item 6 - Performance-Based Fees and Side-By-Side Management. Written Acknowledgment of Fiduciary Status With respect to any account for which ARENA meets the definition of a fiduciary under Department of Labor rules, ARENA acknowledges that both ARENA and its Related Persons are acting as fiduciaries. When we provide investment advice to you regarding your retirement plan account or individual retirement account, 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 creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interests ahead of yours. Under this special rule’s provisions, 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. Third Party Advisors (Managers) From time to time, ARENA recommends the use of a third- p a r t y advisor, each a “Manager.” In such cases, ARENA will typically gather information from the clients about the client’s financial situation, investment objectives, and reasonable restrictions the clients want imposed on the management of the account. ARENA does not review specific securities purchased by the Manager, on a trade-by-trade basis. ARENA will periodically review reports provided to the clients by the Manager. ARENA will contact the client periodically, as agreed to with the clients, to review the client’s financial situation and objectives; communicate information to the Manager managing the account as warranted; and assist the clients in understanding and evaluating the services provided by the Manager. Clients will be expected to notify ARENA of any changes in their financial situation, investment objectives, or account restrictions. Clients may also contact directly the Manager managing the account.  A complete description of the programs and services available through the Manager will be provided to the client upon receipt and review of the applicable Manager’s Form ADV Part 2A and 2B and/or equivalent brochures, investment advisory contracts, and account opening documents. ARENA makes every reasonable attempt to ensure that any investment advisers that the firm selects or recommends to clients are properly licensed or exempt from registration. Covered Call Strategy Certain clients of ARENA hold large positions in one or more securities with very low- c o s t basis. The tax implications of selling the shares could, at least in the short run, outweigh the benefits of diversification. ARENA’s Covered Call Strategy is designed with the goals of delivering increased total return, creating additional income, and/or providing an alternative to liquidating a concentrated position. When appropriate for a client, using our disciplined investment approach we construct a customized portfolio to meet the unique needs of each client, taking into consideration tax requirements, risk and return, and liquidity needs. Our investment specialists conduct in-depth research to identify investment opportunities while monitoring portfolios daily. Additional disclosures may be found elsewhere in this Brochure or in the written agreement between ARENA and client. Client Communications and Delivery of Documents Where appropriate, ARENA may combine the mailing of client statements and other client correspondence and information for accounts that have a common address (householding). Client may revoke client’s consent at any time by contacting ARENA in writing. If client chooses to revoke client’s consent, ARENA will begin sending separate mailings within 30 days after receiving notice of revocation. In addition, from time to time, Adviser may be required to deliver certain documents to the client. Client, to the extent that client has email capability and/or web access, hereby consents to the Adviser’s use of electronic means, such as email, to make delivery of required and other documents. This delivery may include notification of the availability of such document(s) on a website, and client agrees that such notification will constitute “delivery.” In conjunction with the investment advisory agreement, the client agrees to provide ARENA with the client’s email address and to keep this information current at all times by promptly notifying ARENA of any change in email address. Agreements may not be assigned without written client consent. Wrap Fee Program(s) Our firm does not participate in any wrap fee programs. Use of Artificial Intelligence ARENA allows the use of notetaking tools, which are tools, which are tools that all Financial Advisers to transcribe and summarize meetings they host. These tools utilize artificial intelligence (“AI”) to generate meeting transcripts that cover the topics discussed in the meeting. Clients are presented with a disclaimer to opt into the use of the AI software at the start of the meeting. The meeting transcripts using AI with any edits made to the transcripts by employees (not by AI), are considered books and records of ARENA and are maintained accordingly. Additional details about how the firm utilizes AI can be found in Item 8- Methods of Analysis, Investment Strategies and Risk of Loss.  Item 5 - Fees and Compensation General Fee Information Fees paid to ARENA are exclusive of all custodial and transaction costs paid to the client’s custodian, brokers or other third-party consultants. Please see Item 12 - Brokerage Practices for additional information. Fees paid to ARENA are also separate and distinct from the fees and expenses charged by mutual funds, ETFs (exchange traded funds) or other investment pools to their shareholders (generally including a management fee and fund expenses, as described in each fund’s prospectus or offering materials). The client should review all fees charged by funds, brokers, ARENA and others to fully understand the total amount of fees paid by the client for investment and financial-related services. Financial Planning Fees Financial planning is often included as part of the investment advisory services to ARENA wealth management clients. For those clients who separately retain ARENA to complete a full written financial plan, ARENA will have a written estimate provided to them prior to the commencement of work on the project. The agreed-upon fee is typically payable one-half in advance, and the balance upon completion of the plan. Either OCM Private Wealth LLC or the client may terminate this relationship at any time, subject to any written notice agreements in the agreement. In the event of termination prior to the completion of the plan, partial refunds will be prorated based on the value of the amount of work already performed on the plan. Financial Planning Consultation Hourly Fees In addition to full financial plans, ARENA offers hourly financial planning consultations. The fees for this service are $250 per hour and is payable in arrears and are negotiable depending on the scope and complexity of the plan, your situation, and your financial objectives. An estimate of the total time/cost will be determined at the start of the advisory relationship. In limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, we will notify you and request that you approve the additional fee in writing. Services are completed and delivered inside of ninety (90) days contingent upon timely delivery of all required documentation. Fees are due upon completion of services rendered. Where applicable and with the proper client written authorization, fees will be debited directly from client accounts. Portfolio Management Fees The annual fee schedule, based on a percentage of assets under management, is as follows: Assets Under Management $0- $1,000,000 $1,000,001- $5,000,000 $5,000,001-$10,000 $10,000,001 and above Annual Fee 1.25% 1.00% 0.75% 0.60% Our annual investment management fee is billed and payable quarterly in advance, meaning that we invoice you before the billing period, based on the value of your account on the last day of the previous quarter. We will debit our fee directly from your account through the qualified custodian holding your funds and securities. Where applicable and with the proper client written authorization, advisory fees will be debited directly from your account(s).  Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. Lower fees for comparable services may be available from other sources. If management begins after the start of a quarter, fees will be prorated accordingly. Our advisory fee is negotiable, depending on individual client circumstances. Either ARENA or the client may terminate their Investment Advisory Agreement at any time, subject to any written notice requirements in the agreement. In the event of termination, any paid but unearned fees will be promptly refunded to the client based on the number of days that the account was managed, and any fees due to ARENA from the client will be invoiced or debited from the client’s account(s) prior to termination. The Advisor may amend the Investment Advisory Agreement upon notification to Client. Unless Client notifies Advisor to the contrary, in writing, the amendment shall become effective thirty (30) days from such notification by Advisor. No term or provision of the Investment Advisory Agreement may be amended by Client except in writing signed by Advisor. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. Third Party Advisor Fees When utilized, Third Party Advisors will charge a fee to manage the client’s account. This fee is separate from and in addition to the fee assessed by ARENA. In select situations, ARENA will enter into a written agreement with other third parties for consulting services provided in support of ARENA’s portfolio management services for certain accounts. In these situations, a portion of the client’s advisory fee may be shared with the third-party consultant. Other Compensation Select personnel of the firm maintain licenses with various fixed annuity, life, and disability insurance companies and will receive, if applicable, commissions for sales of insurance products in their individual capacities (and not as an ARENA representatives). In all such circumstances, however, the client will be notified of this payment in advance of the transaction, and under no circumstances will the client pay both a commission to these individuals and a management fee to ARENA on the same pool of assets. Clients are under no obligation to purchase insurance products. Prepayment of Client Fees We do not require any prepayment of fees of more than $1,200 per client and six months or more in advance. External Compensation for the Sale of Securities to Clients Our firm does not receive any external compensation for the sale of securities to clients, nor do any of the investment advisor representatives of ARENA. From time to time, the firm forms and offers partnership interests in closed-end private equity funds. For certain qualified investors that make a large commitment, the level of the asset-based  management fee may be reduced. If carried interest applies, investors generally pay a percentage of profits after a return of contributed capital and a preferred return. Fund investors will also incur an operations fee related to fund expenses. The Firm also manages and advises on legacy funds no longer open to new investors. These partnerships charge different fees and/or carried interest from those we would charge on newly formed partnerships. Additional information regarding fees can be found in each fund’s private placement memorandum & Limited Partnership Agreement. Item 6 - Performance-Based Fees and Side-By-Side Management In select circumstances, ARENA does utilize performance-based fee arrangements. Performance fees for pooled investment vehicles managed by firm personnel and private funds managed by the firm will vary in accordance with negotiated fee structures set forth in the applicable fund offering documents. The receipt of performance-based fees creates a conflict of interest. Performance-based fee arrangements create an incentive for the firm to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. In order to reduce potential conflicts of interest, the firm does not show preferential treatment to accounts under a performance-based fee arrangement. We have procedures designed and implemented to treat all clients fairly over time, and to prevent this potential conflict from influencing our selection of investments for accounts with performance-based fee arrangements or the allocation of investment opportunities among clients. Item 7 - Types of Clients We offer investment advisory services to individuals, high net worth individuals and associated trusts, estates, and other legal entities, including pooled investment vehicles and private funds. Account Minimums In general, we do not require a minimum dollar amount to open and maintain an advisory account; however, we have the right to terminate your Account if it falls below a minimum size which, in our sole opinion, is too small to effectively manage. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis In accordance with the client’s investment objectives, ARENA primarily invests in stocks, bonds, mutual funds and ETFs for client accounts. However, when appropriate based on portfolio objective, and other factors, ARENA may invest in other assets including alternatives such as private equity, private real estate, private credit, and hedge funds. We may use one or more of the following methods of analysis or investment strategies when providing investment advice to you: Charting Analysis - involves the gathering and processing of price and volume information for a particular security. This price and volume information is analyzed using mathematical equations. The resulting data is then applied to graphing charts, which is used to predict future price movements based on price patterns and trends. Fundamental Analysis - involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the  experience and expertise of the company's management, and the outlook for the company's industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. Technical Analysis - involves studying past price patterns and trends in the financial markets to predict the direction of both the overall market and specific stocks. Cyclical Analysis - a type of technical analysis that involves evaluating recurring price patterns and trends. Modern Portfolio Theory (MPT) is a theory of investment which attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, by carefully diversifying the proportions of various assets. Long Term Purchases - securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Short Term Purchases - securities 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. Margin Transactions - a securities transaction in which an investor borrows money to purchase a security, in which case the security serves as collateral on the loan. Option Writing - a securities transaction that involves selling an option. An option is the right, but not the obligation, to buy or sell a particular security at a specified price before the expiration date of the option. When an investor sells an option, he or she must deliver to the buyer a specified number of shares if the buyer exercises the option. The seller pays the buyer a premium (the market price of the option at a particular time) in exchange for writing the option. Investment Strategy Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you continuously consult with a tax professional prior to and throughout the investing of your assets. Client assets are advised using: Charting and Technical Analysis- the risk of market timing based on technical analysis is that charts may not accurately predict future price movements. Current prices of securities may reflect all information known about the security and day to day changes in market  prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Fundamental Analysis - The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Cyclical Analysis - Economic/business cycles may not be predictable and may have many fluctuations between long term expansions and contractions. The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you continuously consult with a tax professional prior to and throughout the investing of your assets. Moreover, as a result of revised IRS regulations, custodians and broker-dealers will begin reporting the cost basis of equities acquired in client accounts on or after January 1, 2011. Your custodian will default to the FIFO (First-In First-Out) accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, please provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Covered Call Strategy As described in Item 4 - Advisory Business, from time to time and when appropriate for individual clients, ARENA m a y employ a Covered Call Strategy to assist clients in dealing with a concentrated position in one or more securities or to create additional income in the portfolio. The most effective strategy to reduce the risk of a concentrated position in most cases is to liquidate the position and construct a well-diversified portfolio. However, due to restrictions on selling the stock, tax consequences, or personal preferences, selling the position is not always a viable option. In these cases, we will customize a strategy that meets the unique needs of each client and one that is tailored specifically to the concentrated position. A covered call is a combination of owning shares of a stock and selling (or writing) call options against those shares. The seller of the call option (you) receives an upfront cash premium while the buyer of the call option receives the right, but not the obligation, to purchase a fixed number of shares of the stock at the predetermined price. While the sale of a covered call generates positive cash flow, it does not eliminate the downside risk of stock ownership. Investing in stock options is generally considered to carry higher risk than just owning the shares of stock. However, at ARENA we believe the protections offered by this strategy, such as increased income to the portfolio and diversification achieved through the use of margin, outweighs the additional risk of a covered call strategy.  Security Specific Material Risks Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Market Risk - The prices of securities held by mutual funds in which clients invest may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by a fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. Investors should have a long-term perspective and be able to tolerate potentially sharp declines in market value. Interest-rate 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 values to decline. Inflation Risk - When any type of inflation is present, a dollar today will buy more than a dollar next year, because purchasing power is eroding at the rate of inflation. Currency Risk - 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 exchange rate risk. Reinvestment Risk - This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. Liquidity 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. Management Risk - The advisor’s investment approach may fail to produce the intended results. If the advisor’s assumptions regarding the performance of a specific asset class or fund are not realized in the expected time frame, the overall performance of the client’s portfolio may suffer. Equity Risk - Equity securities tend to be more volatile than other investment choices. The value of an individual mutual fund or ETF can be more volatile than the market as a whole. This volatility affects the value of the client’s overall portfolio. Small and mid-cap companies are subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.  Investment Companies Risk - When a client invests in open end mutual funds or ETFs, the client indirectly bears their proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value or (ii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de- listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Adviser has no control over the risks taken by the underlying funds in which client invests. Long-term purchases - Long-term investments are those vehicles purchased with the intension of being held for more than one year. Typically, the expectation of the investment is to increase in value so that it can eventually be sold for a profit. In addition, there may be an expectation for the investment to provide income. One of the biggest risks associated with long-term investments is volatility, the fluctuations in the financial markets that can cause investments to lose value. Short-term purchases - Short-term investments are typically held for one year or less. Generally, there is not a high expectation for a return or an increase in value. Typically, short- term investments are purchased for the relatively greater degree of principal protection they are designed to provide. Short-term investment vehicles may be subject to purchasing power risk — the risk that your investment’s return will not keep up with inflation. Trading Risk - Investing involves risk, including possible loss of principal. There is no assurance that the investment objective of any fund or investment will be achieved. Cryptocurrency investing - Refers to trading in digital/virtual currencies, such as Bitcoin, that are not backed by real assets or tangible securities and are more volatile than traditional currencies and financial assets. Digital currency is a digital representation of value that functions as a medium of exchange, a unit of account, or a store of value, but it does not have legal tender status. Digital currency is not backed or supported by any government or central bank. Digital currency’s price is completely derived by market forces of supply and demand, traded between consenting parties with no broker and tracked on digital ledgers commonly known as blockchains. Investing in digital currency comes with significant risk of loss that a client should be prepared to bear and, due to the nature of cryptocurrencies, clients are exposed to the risks normally associated with investing but also unique risks not typical of investing in traditional securities. These, include, but are not limited to, volatile market price swings or flash crashes, market manipulation, economic, regulatory, technical, and cybersecurity risks. Please also see below for additional description/properties:  Unregulated – Digital currency markets and exchanges are not regulated with the same controls or customer protections available in fixed income, equity, option, futures, or foreign exchange investing.   Increased Price Volatility – The price of cryptocurrency is constantly fluctuating. Trade or balance can surge or drop suddenly. Price can drop to zero.  Susceptible to Error/Hacking – Technical glitches, human error and hacking can occur, which typically do not affect traditional securities to the same extent. Forks – This implies a splitting of the chain on which the cryptocurrency runs, which makes it go in a different direction, with different rules than the existing blockchain.  Soft Fork – only a protocol change; the cryptocurrency still continues to work on the original blockchain rules.  Hard Fork – a permanent divergence in the blockchain. Recommending Securities We, in certain situations, may recommend investments in selected private placements or hedge funds. These types of investments may present unique risks due to the use of leverage and potential lack of liquidity. In addition, such recommendations are typically limited only to those clients that are Qualified Purchasers” as defined in the Investment Company Act of 1940, or in some cases, “Accredited Investors” as defined in Rule 205-3 of the Investment Advisors Act of 1940. These types of investments also have varied and unique fee structures of their own. Due to the unique and complex nature of these investments, clients will receive a separate disclosure prior to any investments being made. Artificial Intelligence ARENA uses artificial intelligence (“AI”) in our business operations to promote operational efficiency and augment our client service. Currently we do not utilize AI in our investment selection process or to formulate the specific investment advice we render to you. AI models are highly complex and may result in output that is incomplete or incorrect. Our use of AI includes certain third-party technologies aimed at enhancing operational efficiency by, but not limited to, automating meeting notes, assisting with client communications, identifying themes for use in marketing content, and summarizing and collecting data from internal documents. We believe the use of this technology allows us to reduce administrative time, prepare for client engagement, and improve the overall client experience. All AI generated outputs go through human review at ARENA prior to dissemination or use. The use of AI poses risks related to the challenges ARENA faces in properly managing its use. Content generated by AI technologies may be deficient, inaccurate, or biased, and the use of AI tools may lead to errors in decision-making. Use of AI tools could also pose risks related to the protection of clients or proprietary information. Such risks may include the exposure of confidential information to unauthorized recipients, violation of data privacy rights, or other data leakage events. The use of AI may also expose us to litigation risk or regulatory risk. Due to the rapid advancement of machine learning technologies, future risks related to artificial intelligence are unpredictable. The regulatory environment relating to AI is rapidly evolving and could require changes in our adoption and implementation of AI technology in the future. We reduce these risks through human review and editing prior to final use of an AI produced or enhanced document.  Item 9 - Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of ARENA or the integrity of ARENA ’s management. ARENA has no disciplinary events to report. Item 10 - Other Financial Industry Activities and Affiliations As indicated under Item 5 – Fees and Compensation above, select personnel of the firm maintain their licenses with various annuity, life, and disability insurance companies and will receive, if applicable, commissions for sales of insurance products in their individual capacities (and not as ARENA representatives). In all such circumstances, however, the client will be notified of this payment in advance of the transaction, and under no circumstances will the client pay both a commission to these individuals and a management fee to ARENA on the same pool of assets. Please note, clients are under no obligation to purchase any of the recommended life insurance products. As indicated above in Item 4 – Advisory Business, Whiskey Partners I LLC is the general partner for OCM Private Wealth Whiskey Opportunity I, LP. OCM Private Wealth Alternative Opportunities Fund I GP LLC is the general partner for OCM Private Wealth Alternative Opportunities Fund I, LP. In addition, an affiliate of the firm (AO Series SLP, LLC) serves as a special limited partner for select private funds managed by ARENA, whereby the special limited partner receives an additional economic benefit in the form of carried interest. For more information, including a description of the additional conflicts of interest associated with this activity, please see Item 6 – Performance-Based Fees and Side-By- Side Management. As indicated above in Item 4- Advisory Business and as disclosed in Section 7 B.1. on Schedule D of Form ADV Part 1, the firm controls a number of affiliates which serves as the General Partners of the OCMPW Funds. In accordance with the Governing Documents of each Fund, ARENA will have the power to make investment decisions on behalf of each Fund, and each Fund General Partner will retain management authority over the relevant Fund to the extent that such management authority does not fall outside the scope permitted by law or the Fund’s governing documents described below. Each Fund and its respective General Partner is listed below: ARENA and its related persons (including the General Partner) make proprietary investments in the OCMPW Funds. As a consequence, the Firm and its related persons will receive proportional returns associated with the investment, in addition to its receipt of management fees and Carried Interest. ARENA has created an investment allocation policy that describes the procedures and decision- making processes to allow for the equitable allocation of investment opportunities between the Funds. This investment allocation policy is consistent with each respective Fund’s Governing Documents. Finally, please note that for certain private funds advised by the firm, in lieu of a general partner or managing member entity, ARENA itself will serve as Manager for these funds and will assist with capital calls and distributions. In select situations, ARENA will enter into a written agreement with other third parties for consulting services provided in support of ARENA portfolio management services for certain accounts. In these situations, a portion of the client’s advisory fee may be shared with the third-party consultant.  Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics and Personal Trading ARENA has adopted a Code of Ethics (“the Code”), the full text of which is available to you upon request. ARENA ’s Code has several goals. First, the Code is designed to assist ARENA in complying with applicable laws and regulations governing its investment advisory business. Under the Investment Advisers Act of 1940, ARENA owes fiduciary duties to its clients. Pursuant to these fiduciary duties, the Code requires persons associated with ARENA (managers, officers and employees) to act with honesty, good faith and fair dealing in working with clients. In addition, the Code prohibits such associated persons from trading or otherwise acting on insider information. Next, the Code sets forth guidelines for professional standards for ARENA ’s associated persons. Under the Code’s professional standards, ARENA expects its associated persons to put the interests of its clients first, ahead of personal interests. In this regard, ARENA associated persons are not to take inappropriate advantage of their positions in relation to ARENA clients. Third, the Code sets forth policies and procedures to monitor and review the personal trading activities of associated persons. From time to time, ARENA ’s associated persons may invest in the same securities recommended to clients. Under its Code, ARENA has adopted procedures designed to reduce or eliminate conflicts of interest that this could potentially cause. The Code’s personal trading policies include procedures for limitations on personal securities transactions of associated persons, reporting and review of such trading and pre-clearance of certain types of personal trading activities. These policies are designed to discourage and prohibit personal trading that would disadvantage clients. The Code also provides for disciplinary action as appropriate for violations. ARENA will provide a copy of the Code to any client or prospective client upon request. Participation or Interest in Client Transactions Because associated persons will invest in the same securities as those purchased in client accounts, ARENA has established a policy requiring its associated persons to pre-clear transactions in some types of securities with the Chief Compliance Officer. The goal of this policy is to avoid any conflicts of interest that arise in these situations. Some types of securities, such as CDs, treasury obligations, E T F s , and open-end mutual funds, are exempt from this pre-clearance requirement. However, in the event of other identified potential trading conflicts of interest, ARENA ’s goal is to place client interests first. Consistent with the foregoing, ARENA maintains policies regarding participation in initial public offerings (“IPOs”) and private placements to comply with applicable laws and avoid conflicts with client transactions. If an ARENA associated person wishes to participate in an IPO or invest in a private placement, he or she must submit a pre-clearance request and obtain the approval of the Chief Compliance Officer. Finally, if associated persons trade with client accounts (i.e., in a bundled or aggregated trade), and the trade is not filled in in its entirety, the associated person’s shares will be removed from the block, and the balance of shares will be allocated among client accounts in accordance with ARENA ’s written policy. As described above, ARENA has formed pooled investment vehicles to facilitate client investments in certain offerings that, due to minimum investment size requirements, would not otherwise be accessible to ARENA clients. In connection with its pooled investment vehicles, OCMPW owns or  controls the following entities which serve as general partners to their respective pooled vehicles:  OCM Private Wealth Alternative Opportunities Fund I GP LLC  OCM Private Wealth Whiskey Opportunities Fund I, LLC  AO Series SLP, LLC Whiskey Partners I LLC has designated ARENA primary responsibility for investment management and administrative matters, such as accounting tax, and periodic reporting pertaining to its pooled vehicle. ARENA and its directors, officers and employees will devote to the OCM Private Wealth Whiskey Opportunity I, LP as much time as necessary and appropriately manage the pooled vehicle. For the services provided to this pooled vehicle, ARENA will benefit from appreciation on the underlying fund investment to the same extent as the client up to a point in time that a pre- determined hurdle rate is reached. The firm and its affiliates and its employees are prohibited from taking commissions or other compensation from the sponsors of investment in the pooled vehicle. Certain investment professionals of ARENA have committed capital to the OCM Private Wealth Whiskey Opportunity I, LP and also receive Carried Interest from such pooled investment vehicles. As a result of this, investments made by the pooled vehicle involve the purchase of assets whereby related persons of ARENA acquire an indirect interest in such assets. The fact that Access Persons have financial interests in the pooled vehicle could create a potential conflict in that it could cause ARENA to make different investment decisions than if such parties did not have such financial ownership interests. However, ARENA believes that these financial interests align the firm with its Clients. ARENA is not restricted from forming additional investment funds, entering into other investment advisory relationships, or engaging in other business activities, even though such activities could be in competition with the OCM Private Wealth Whiskey Opportunity I, LP and/or involve substantial time and resources of our firm. Potentially, such activities could be viewed as creating a conflict of interest in that the time and effort of our management personnel and employees will not be devoted exclusively to the OCM Private Wealth Whiskey Opportunity I, LP. Investments in the OCM Private Wealth Whiskey Opportunity I, LP are recommended to advisory clients for whom a partnership investment is more suitable than a separate advisory account managed by our firm. Management/advisory fees for pooled investment vehicles are typically charged on an AUM basis or fixed fee basis at the firm level. There are no instances where ARENA charges its clients a fee on both an AUM basis at the firm level and within the pooled investment vehicles (no double charging). Clients who invest in pooled investment vehicles pay their portion of pooled vehicle expenses, including operations fees, and in some instances, performance fees. Select pooled investment vehicles managed by the firm are not required to register as an investment company under the Investment Company Act of 1940 in will often (but not always) rely upon one or more exemptions available to funds whose securities are not publicly offered. ARENA manages these pooled investment vehicles on a discretionary basis in accordance with the terms and conditions of the pooled vehicle’s offering and organizational documents.  Item 12 - Brokerage Practices We do not maintain physical custody of your assets that we manage, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15 – Custody, below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We typically have limited trading authority over client account(s). We may determine both the amount and the type of securities to be bought or sold. The client signs a limited power of attorney to allow us this trading authority (See Item 4 – Advisory Business). Typically, ARENA does not allow advisory clients to determine the broker-dealer to use. To work with us, clients will usually need to custody assets with the brokers we recommend—either National Financial Services LLC, and Fidelity Brokerage Services LLC (together with all affiliates, "Fidelity") or Charles Schwab & Co., Inc. (“Schwab”), both of which are not affiliated with ARENA. Conflicts of interest associated with this arrangement are described below as well as in Item 14- Client Referrals and Other Compensation Although Fidelity and Schwab's commission rates are competitive within the securities industry, lower commissions or better execution may be able to be achieved elsewhere. ARENA has considered the benefits offered to it through its relationship with Fidelity and Schwab in making a determination to use Fidelity or Schwab as the broker-dealers of choice. Another aspect of using limited broker-dealers is the risk of financial failure of the broker-dealer. However, brokerage firms are required to follow certain rules that are designed to minimize the chances of financial failure and, more importantly, to protect customer assets if they do fail. Various regulatory agencies enforce those rules. Best Execution As stated above, ARENA sometimes requires that its clients establish broker accounts with Fidelity or Schwab. Such accounts will be eligible so that if and when the need arises to effect securities transactions from those accounts at broker-dealers ("executing brokers") other than Fidelity or Schwab, Fidelity or Schwab will accept delivery or deliver the applicable security from/to the executing brokers. A broker-dealer, such as Fidelity or Schwab, may charge a "trade away" fee which is charged against the client's account(s) for each "trade away" occurrence. Other custodians have their own policies concerning prime broker accounts and trade away fees. If the client is receiving discretionary advisory services, ARENA, pursuant to the terms of its management agreement with clients, will have discretionary authority to determine which securities are to be bought and sold and the price of such securities to affect such transactions. ARENA recognizes that the analysis of execution quality involves a number of qualitative and quantitative factors. ARENA will follow a process striving to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include, but are not limited, to the following: • • • • The financial strength, reputation and stability of the broker-dealer; The efficiency with which the transaction is affected; the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); The availability of the broker-dealer to stand ready to effect transactions of varying degrees of difficulty in the future; The efficiency of error resolution, clearance and settlement;  • • • • • • • Block trading and positioning capabilities; Performance measurements; Online access to computerized data regarding customer accounts; Availability, comprehensiveness, and frequency of brokerage and research services; Commission rate; Economic benefit to the clients; and Related matters involved in the receipt of brokerage services. That is, in seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although ARENA will seek competitive rates, to the benefit of all clients, it may not necessarily obtain the lowest possible commission rates for specific client account transactions. Although the investment research products and services that may be obtained by ARENA will generally be used to service all of ARENA’s clients, a brokerage commission paid by a specific client may be used to pay for services that are not used in managing that specific client’s account. To the best of ARENA's knowledge and due diligence inquiries, Fidelity and Schwab provide high- quality execution, and ARENA's clients will pay competitive rates for such execution. Based upon its own knowledge of the securities industry, ARENA believes that Fidelity and Schwab’s commission rates are competitive within the securities industry: however, lower commissions or better execution may be able to be achieved elsewhere. Please see the immediately below for further discussion of ARENA’s relationships with Fidelity and Schwab, including the economic benefits Fidelity and Schwab provide and associated conflicts of interest. Fidelity We are independently owned and operated and are not affiliated with Fidelity. Fidelity will hold your assets in a brokerage account and buy and sell securities when we provide instruction. While we recommend that you use Fidelity as custodian/ broker, you will decide whether to do so and will open your account with Fidelity by entering into an account Agreement directly with them. Conflicts of interest associated with this arrangement are described below as well as in Item 14-Client Referrals and Other Compensation. You should consider these conflicts of interest when selecting your custodian. ARENA has an arrangement with Fidelity through which Fidelity provides ARENA with Fidelity's "platform" services. The platform services include, among others, brokerage, custodial, administrative support, record keeping and related services that are intended to support intermediaries like ARENA in conducting business and in serving the best interests of its clients, but that may benefit ARENA. Fidelity charges brokerage commissions and transaction fees for (1) effecting certain securities transactions (transactions in options and certain mutual funds, and bonds being subject to a mark- up in purchase price) (2) for other securities transactions if clients do not (i) maintain a $1 million account balance and (ii) elect paperless account statements. Fidelity enables ARENA to obtain many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges. The commissions and transaction fees charged by Fidelity may be higher or lower than those charged by other custodians and broker-dealers.  As part of the arrangement, Fidelity also makes available to ARENA, at no additional charge, certain research, and brokerage services, including research services obtained by Fidelity directly from independent research companies, as selected by ARENA(within specified parameters). However, ARENA does not utilize this research as part of its standard investment process. In the first two years of operation, ARENA will participate in a Fidelity program that is offered to select advisors and designed to support the formation, compliance, technology, investment and wealth management software, communication and/or operational activities of the business. The program pays third-party vendor invoices for eligible products or services deemed to be of benefit to clients. The program does not provide funds for ARENA compensation of staff or any direct payment, only payments to eligible vendors for services rendered. As a result of receiving such services for no additional cost, and for which ARENA might otherwise have to pay for, ARENA may have an incentive to continue to use or expand the use of Fidelity's services. ARENA examined this potential conflict of interest when it chose to enter into the relationship with Fidelity and has determined that the relationship is in the best interests of its clients and satisfies its client obligations, including its duty to seek best execution. A client may pay a commission that is higher than another qualified broker-dealer might charge to affect the same transaction where ARENA determines in good faith that the commission is reasonable in relation to the value of the brokerage and other services received. These services are not soft dollar arrangements but are part of the institutional platform offered by Fidelity. Schwab We are independently owned and operated and are not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we provide instruction. While we recommend that you use Schwab as custodian/ broker, you will decide whether to do so and will open your account with Schwab by entering into an account Agreement directly with them. Conflicts of interest associated with this arrangement are described below as well as in Item 14-Client Referrals and Other Compensation. You should consider these conflicts of interest when selecting your custodian. For our clients' accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. Certain trades (for example, Schwab mutual funds and ETFs) do not incur Schwab commissions or transaction fees. Schwab is also compensated by earning interest on the uninvested cash in your account in Schwab's Cash Features Program. In addition to commissions, Schwab charges you 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 your Schwab account. These fees are in addition to the commissions or other compensation you pay the executing broker-dealer. Because of this, in order to minimize your trading costs, we have Schwab execute most trades for your account. Products and services available to us from Schwab. Schwab Advisor ServicesTM is Schwab's business serving independent investment advisory firms like us. They provide our clients and us with access to their institutional brokerage services (trading, custody, reporting and related services), many of which are not typically available to Schwab retail customers. However, certain retail investors may be able to get institutional brokerage services from Schwab without going through us. 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 are generally available on an unsolicited basis (we do not have to request them) and at no charge to us. Following is a more detailed description of Schwab's support services. Services that benefit you. Schwab's institutional 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. Schwab's services described in this paragraph generally benefit you and your account. Services that do not directly benefit you. Schwab also makes available to us other products and services that benefit us but do not directly benefit you or your account. These products and services assist us in managing and administering our clients' accounts and operating our firm. They include investment research, both Schwab's own and that of third parties: however, ARENA does not utilize this research as part of its standard investment process. 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 only us. Schwab also offers other services intended to help us manage and further develop our business enterprise. While ARENA does not utilize these services, they include: • • • • • • • Educational conferences and events Consulting on technology and business needs Consulting on legal and compliance related needs Publications and conferences on practice management and business succession Access to employee benefits providers, human capital consultants, and insurance providers Marketing consulting and support Recruiting and custodial search consulting Schwab provides some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab also discounts or waives its fees for some of these services or pays all or a part of a third party's fees. If you did not maintain your account with Schwab, we would be required to pay for those services from our own resources if we utilized them. The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We do not have to pay for Schwab's services. The fact that we receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than making such a decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. We believe, however, that taken in the aggregate our recommendation 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 and not Schwab's services that benefit only us.  Directed Brokerage Clients may direct ARENA to use a particular broker for custodial or transaction services on behalf of the client’s portfolio. In directed brokerage arrangements, the client is responsible for negotiating the commission rates and other fees to be paid to the broker. Accordingly, a client who directs brokerage should consider whether such designation may result in certain costs or disadvantages to the client, either because the client may pay higher commissions or obtain less favorable execution, or the designation limits the investment options available to the client. The arrangements that ARENA has with Schwab and Fidelity are designed to maximize efficiency and to be cost effective. By directing brokerage arrangements, the client acknowledges that these economies of scale and levels of efficiency are generally compromised when alternative brokers are used. While every effort is made to treat clients fairly over time, the fact that a client chooses to use the brokerage and/or custodial services of these alternative service providers can in fact result in a certain degree of delay in executing trades for their account(s) and otherwise adversely affect management of their account(s). Trade Errors Where a trade error occurs in a client account due to ARENAs error, we will correct the error and ensure the client account does not suffer a loss or incur a transaction cost related to that error. Depending on the nature of the error, we will pay the cost of the error or will cause the custodian or broker-dealer to pay the cost of the error. If the error results in a profit, due to market movement, the client will keep the profit. Aggregated Trade Policy ARENA t y p i c a l l y directs trading in individual client accounts when appropriate based on the client’s Investment Plan, without regard to activity in other client accounts. However, from time to time, ARENA w i l l aggregate trades together for multiple client accounts, most often when these accounts are being directed to sell the same securities. If such an aggregated trade is not completely filled, ARENA will allocate shares received (in an aggregated purchase) or sold (in an aggregated sale) across participating accounts on a pro rata or other fair basis; provided, however, that any participating accounts that are owned by ARENA or its officers, directors, or employees will be excluded first. Soft Dollar Arrangements ARENA does not receive soft dollar benefits. Item 13 - Review of Accounts Managed portfolios are reviewed on an ongoing basis but may be reviewed more often if requested by the client, upon receipt of information material to the management of the portfolio, or at any time such review is deemed necessary or advisable by ARENA but at a minimum at least annually. These factors generally include but are not limited to, the following: change in general client circumstances (marriage, divorce, retirement); or economic, political or market conditions. ARENA’s Principals and Associated Persons review all accounts. For those clients to whom ARENA p r o v i d e s separate financial planning services, reviews are conducted on an as needed or agreed upon basis. Such reviews are conducted by one of ARENA’s investment adviser representatives or principals. At your request, we may meet with you and/or your third-party money manager(s) to discuss asset allocation, but we will not make recommendations  regarding specific investments or provide any regular written reports to you. Account custodians are responsible for providing monthly or quarterly account statements which reflect the positions (and current pricing) in each account as well as transactions in each account, including fees paid from an account. Account custodians also provide prompt confirmation of all trading activity, and year-end tax statements, such as 1099 forms. ARENA w i l l provide additional written reports as needed or requested by the client. Item 14 - Client Referrals and Other Compensation ARENA does not receive any economic benefits from external sources. ARENA may enter into agreements with individuals and organizations, which may be affiliated or unaffiliated with ARENA, that refer ARENA in exchange for compensation. All such agreements will be in writing and comply with the requirements of Federal or State regulation. If a client is introduced to ARENA by a solicitor, ARENA, LLC may pay that solicitor a fee. While the specific terms of each agreement may differ, generally the compensation will be based upon ARENA engagement of new clients and is calculated using a varying percentage of the fees paid to ARENA by such clients. Any such fee shall be paid solely from ARENA investment management fee and shall not result in any additional charge to the client. Each prospective client who is referred to ARENA under such an arrangement will receive a copy of this brochure and a separate written disclosure document disclosing the nature of the relationship between the solicitor and ARENA and the amount of compensation that will be paid by ARENA to the solicitor. The solicitor is required to obtain the client’s signature acknowledging receipt of ARENA disclosure brochure and the solicitor’s written disclosure statement. As noted above, ARENA receives economic benefits from Schwab and Fidelity in the form of support products and services they make available to ARENA and other independent investment advisors that have their clients maintain accounts at Schwab and Fidelity. These products and services, how they benefit our firm, and the related conflicts of interest are described in Item 12 - Brokerage Practices. The availability of Schwab and Fidelity’s products and services to ARENA are based solely on our participation in the programs and not in the provision of any particular investment advice. Neither Schwab, Fidelity nor any other party is paid to refer clients to ARENA. Item 15 – Custody Custody is defined as any legal or actual ability by us to access client funds or securities ARENA is not a qualified custodian and does not maintain physical custody of client funds and securities. However, under government regulations, the firm is deemed to have custody of client assets due to various arrangements which give us legal access to client funds. For example, we are deemed to have custody of client assets when clients authorize us to instruct their qualified custodian to deduct advisory fees directly from their account. Clients receive account statements directly from their account’s custodian at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period and will be sent to the postal mailing address or email address that was provided to the custodian. Clients should carefully review those statements promptly when they receive them. ARENA provides periodic reports summarizing account activity and performance. We urge clients to compare their custodial statements with any periodic portfolio reports that they receive from us.  In addition to the above, ARENA will be deemed to have custody of select pooled investment vehicles due to the fact that the firm or a related person has direct access and control to the funds of those pooled vehicles. To ensure compliance with the Custody Rule, the firm will ensure that the pooled investment vehicles are subject to an annual audit or a surprise examination by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”). The audited financial statements of each pooled investment vehicle will be prepared in accordance with generally accepted accounting principles and distributed to each investor within 120 days of fiscal year-end. Item 16 - Investment Discretion As described in Item 4 - Advisory Business, ARENA will accept clients on either a discretionary or non-discretionary basis. For discretionary accounts, a Limited Power of Attorney (“LPOA”) is executed by the client, giving ARENA the authority to carry out various activities in the account, generally including the following: trade execution; the ability to request checks on behalf of the client; and the withdrawal of advisory fees directly from the account. ARENA then directs investment of the client’s portfolio using its discretionary authority. The client may limit the terms of the LPOA to the extent consistent with the client’s investment advisory agreement with ARENA and the requirements of the client’s custodian. ARENA allows clients to place certain restrictions, as outlined in the client’s Investment Policy Statement or similar document. Such restrictions could include only allowing purchases of socially conscious investments. These restrictions must be provided to ARENA in writing. For non-discretionary accounts, the client also generally executes an LPOA, which allows ARENA t o carry out trade recommendations and approved actions in the portfolio. However, in accordance with the investment advisory agreement between ARENA a n d the client, ARENA d o e s not implement trading recommendations or other actions in the account unless and until the client has approved the recommendation or action. As with discretionary accounts, clients may limit the terms of the LPOA, subject to ARENA’s agreement with the client and the requirements of the client’s custodian. Item 17 - Voting Client Securities As a policy and in accordance with ARENA’s client agreement, ARENA does not vote proxies related to securities held in client accounts. The custodian of the account will normally provide proxy materials directly to the client. Clients may contact ARENA with questions relating to proxy procedures and proposals; however, ARENA generally does not research particular proxy proposals. Item 18 - Financial Information ARENA does not require nor solicit prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore has no disclosure required for this item. As an advisory firm that maintains discretionary authority for client accounts, ARENA is required to disclose any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. As this time, ARENA does not reasonably believe it is unable to meet any of its contractual commitments.