ASHTON THOMAS PRIVATE WEALTH, LLC

Item 1 Cover Page Ashton Thomas Private Wealth, LLC SEC File Number: 801 – 71512 ADV Part 2A, Firm Brochure Dated: March 31, 2025 8605 East Raintree Drive, Suite 280 Scottsdale, AZ 85260 (602) 732-4745 https://ashtonthomaspw.com This Brochure provides information about the qualifications and business practices of Ashton Thomas Private Wealth, LLC (“Ashton Thomas” or “Ashton Thomas Private Wealth”). If you have any questions about the contents of this Brochure, please contact us at (602) 732-4745. 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 Ashton Thomas also is available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Ashton Thomas as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  Item 2 Material Changes Since Ashton Thomas Private Wealth’s previous annual amendment filing on July 17, 2024, the have been several material changes. Ashton Thomas Private Wealth has expanded its advisory business to include Family Office Services, as disclosed in Item 5 below. Ashton Thomas Private Wealth has updated its fee disclosures to include clarifying language on how we work with third party platforms and program managers as disclosed in Item 5 below. Ashton Thomas Private Wealth has updated its conflicts of interest language, in Section 10 regarding Other Financial Industry Activities and affiliation to include clarification language to disclose registered representatives of unaffiliated broker-dealers and other potential conflicts as disclosed in Item 10 below. Ashton Thomas Private Wealth has a new CCO, Cynthia Schlanger. 2  Table of Contents Item 3 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 ................................................................................................................... 14 Item 6 Performance-Based Fees and Side-by-Side Management ................................................................ 21 Item 7 Types of Clients ............................................................................................................................... 21 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ........................................................ 21 Item 9 Disciplinary Information .................................................................................................................. 24 Other Financial Industry Activities and Affiliations .................................................................... 24 Item 10 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................ 26 Item 11 Brokerage Practices ..................................................................................................................... 28 Item 12 Review of Accounts .................................................................................................................... 29 Item 13 Client Referrals and Other Compensation ................................................................................... 30 Item 14 Custody ....................................................................................................................................... 31 Item 15 Investment Discretion .................................................................................................................. 31 Item 16 Voting Client Securities .............................................................................................................. 32 Item 17 Financial Information .................................................................................................................. 32 Item 18 3  Item 4 Advisory Business A. Ashton Thomas Private Wealth (“Ashton Thomas”) is a limited liability company formed on March 10, 2010, in the State of Arizona. Ashton Thomas became registered as an Investment Adviser Firm in June 2010. Ashton Thomas is owned by Ashton Thomas Management LLC. B. As discussed below, Ashton Thomas offers to its clients (individuals, business entities, trusts, estates and charitable organizations, etc.) investment advisory services on a wrap-fee or non-wrap fee basis, and, to the extent specifically requested by a client, financial planning and related consulting services. AMPLIFY PLATFORM Ashton Thomas sponsors the Amplify Platform through which investment adviser firms and investment professionals may engage Ashton Thomas to provide back-office operational support services and/or gain access to and select from independent third-party managers (“Program Managers”) available through the Amplify Platform. Upon executing the Platform Agreement, the investment adviser firm or investment professional shall be considered a Platform Member. Platform Members may choose to receive certain back- office services, such as administrative, trading, and reporting services, and/or to select Program Managers to manage underlying client assets on a sub-advisory basis. Platform Members may choose to allocate all or a portion of their underlying client’s assets among the different Program Managers available through the Amplify Platform on a discretionary basis. Platform Members shall have a direct contractual relationship with each of their underlying clients and obtain, through such agreements, the authority to engage Ashton Thomas for services rendered through the Platform. Ashton Thomas engages unaffiliated investment advisers to service Platform Members as sub-advisers. Sub-advisers available through the Amplify Platform will perform discretionary investment management services and shall manage, invest and reinvest the Platform Member’s underlying client assets designated by the Platform Member. As such, a selected manager(s) shall be authorized, without prior consultation with the Platform Member or the underlying client, to buy, sell trade or allocate the underlying client’s assets in accordance with the underlying client’s investment objectives and to deliver instructions in furtherance this responsibility to the underlying client’s broker-dealer and or custodian. Platform Members retain responsibility for the underlying client relationship, including the initial and ongoing suitability determination. Platform Members shall also retain the responsibility for implementing client investment recommendations in accordance with the Platform Member’s fiduciary duty to the underlying client. Platform Members are responsible for obtaining and furnishing information pertaining to sub-advisor selection and underlying client account guidelines along with any reasonable account restrictions. Please note: Ashton Thomas’ investment adviser representatives are required to utilize the back- office support services available through the Amplify Platform. Therefore, Ashton Thomas’ clients will incur fees (“Platform Fees”) in addition to the fee associated with the advisory services provided to the client, unless the investment adviser representative chooses to absorb the entire Platform Fee. 4  INVESTMENT ADVISORY SERVICES The client decides whether to engage Ashton Thomas to provide discretionary investment advisory services on a wrap or non-wrap fee basis. (See discussion below). If a client determines to engage Ashton Thomas on a wrap fee basis, the client will pay a single fee for bundled services (i.e. investment advisory, brokerage, custody). The services included in a wrap fee agreement will depend upon each client’s particular need. If the client engages Ashton Thomas on a non-wrap fee basis, the client will select individual services on an unbundled basis, paying for each service separately (i.e. investment advisory, trade execution, custody). Ashton Thomas annual investment advisory fee shall include investment advisory services, and may also include, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services, Ashton Thomas may be contracted to perform the agreed upon consultations for a fee, the dollar amount of which shall be set forth in a separate written agreement with the client (See FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) in the next section). FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) When a client requests financial planning and/or consulting services (including investment and non- investment related matters, including estate planning, insurance planning, etc.), Ashton Thomas will negotiate a stand-alone separate fee with the client. Ashton Thomas’ planning and consulting fees are negotiable but generally range from $150 to $1,000 on an hourly rate basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Prior to engaging Ashton Thomas to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with Ashton Thomas setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Ashton Thomas commencing services. If requested by the client, Ashton Thomas may recommend the services of other professionals for implementation purposes, including certain of Ashton Thomas’ representatives in their individual capacities as registered representatives and/or as licensed insurance agents. (See disclosure at Item 10C below). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Ashton Thomas. The advisory relationship ends when the planning that has been contracted has occurred, and the fee has been paid by the client. In order to continue the relationship and implement any or all of the financial planning recommendations, it is necessary to enter into a continuing investment management agreement. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional and not Ashton Thomas. Clients are also reminded that they have certain rights under state and federal laws, and nothing contained above shall be deemed a waiver of those rights. Please Also Note: Each client is advised that it remains the client’s responsibility to promptly notify Ashton Thomas if there is ever any change in client’s financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. FAMILY OFFICE SERVICES In addition to our traditional investment advisory services, we offer specialized services to family offices. Our family office services are designed to meet the unique financial needs of high-net-worth individuals and families, with a focus on long-term wealth preservation and growth. These services 5  include, but are not limited to, investment management, estate planning, tax optimization, philanthropic planning, and intergenerational wealth transfer strategies. We work closely with family offices to tailor our advisory approach to their specific goals, values, and circumstances. This may involve developing customized investment strategies, coordinating with legal and tax professionals, and providing ongoing guidance on matters such as risk management, asset allocation, and family governance. Family office clients benefit from our comprehensive, holistic approach to wealth management, which emphasizes coordination across all aspects of a family's financial life. We aim to foster a collaborative relationship to ensure that the family’s objectives are met and that future generations are well- positioned to achieve financial success. NON-WRAP FEE BASIS The client can agree to have Ashton Thomas provide discretionary and/or non-discretionary investment advisory services on a fee basis. Ashton Thomas’ annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under Ashton Thomas’ management along with the unbundled separate services (i.e. trade execution and custodial charges). ASHTON THOMAS WRAP PROGRAM Ashton Thomas provides investment management services on a wrap fee basis in accordance with Ashton Thomas’ investment management wrap fee program (the “Wrap Program”). The services offered under, and the corresponding terms and conditions pertaining to, the Wrap Program are discussed in the Wrap Fee Program Brochure a copy of which is presented to all prospective Wrap Program participants. Under the Wrap Program, Ashton Thomas is able to offer participants discretionary investment management services, for a specified annual Wrap Program fee, inclusive of trade execution, custody and reporting fees. All prospective Wrap Program participants should read both Ashton Thomas’ Brochure and the Wrap Fee Program Brochure, and ask any corresponding questions that they may have, prior to participation in the Wrap Program. Clients may select either Fidelity Investments (“Fidelity”), Charles Schwab & Co., Inc. (“Schwab”), Pershing Advisor Solutions, LLC (“Pershing”), Goldman Sachs & Co. LLC (“Goldman”) and other qualified custodians as approved by Ashton Thomas to serve as the custodian for their Wrap Program accounts. Please Note: Clients who select Fidelity, Schwab, Pershing, and/or Goldman as their custodian for their Wrap Program account shall not be responsible for commission expenses but shall be responsible for transaction costs. Ashton Thomas’ annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of Ashton Thomas), Ashton Thomas may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. Please Note: As indicated in the Wrap Fee Program Brochure, participation in the Wrap Program may cost more or less than purchasing such services separately. As also indicated in the Wrap Fee Program Brochure, the Wrap Program fee charged by Ashton Thomas for participation in the Wrap Program may be higher or lower than those charged by other sponsors of comparable wrap fee programs. Because Wrap Program transaction fees and/or commissions are being paid by Ashton 6  Thomas to the account custodian/broker-dealer, Ashton Thomas has an economic incentive to minimize the number of trades in the client’s account. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the corresponding conflict of interest a wrap fee arrangement may create. Please Note: Ashton Thomas may determine to utilize Independent Manager(s) in conjunction with its Wrap Program. The fees for such managers and their services are in addition to the fees described above, however, the total advisory fee for an account utilizing these managers shall not exceed 2.99% per annum. RETIREMENT PLAN SERVICES Ashton Thomas provides investment advisory and retirement plan consulting services to employer- sponsored qualified retirement savings plans (“Retirement Plans”), their sponsors (“Plan Sponsors”) and participants (“Participants”). Ashton Thomas offers consulting and advisory services for Retirement Plans that are designed to assist Plan Sponsors in meeting their fiduciary obligations (“Retirement Plan Services”). Ashton Thomas provides ERISA investment fiduciary services and when providing ERISA investment fiduciary services, Ashton Thomas will perform those services to the plan as a fiduciary under ERISA Sections 3(21)(A)(ii) or 3(38)(B)(i) and will act in good faith and with the degree of diligence, care and skill that a prudent person rendering similar service would exercise under similar circumstances. Ashton Thomas offers the following Fiduciary Retirement Plan Services: Ashton Thomas creates, in consultation with the Plan Sponsor, an Investment Policy Statement (“IPS”) that establishes the investment policies and objectives for the Plan, and that sets forth the asset classes and investment categories to be offered under the Plan, as well as the criteria and standards for selecting and monitoring the investments. On a quarterly basis, we apply the retention protocols in reviewing the performance of plan assets relative to peers and benchmark indices, recommending changes as needed. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are a fiduciary 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 interest 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. In some cases, we may use a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being 7  considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, Adviser will review the current account allocations. When deemed necessary, Adviser will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary providing the same or similar services. MISCELLANEOUS Non-Investment Consulting/Implementation Services. Clients may request consulting services regarding non-investment related matters from Ashton Thomas, such as estate planning, tax planning, insurance, etc. If engaged to provide such services, neither Ashton Thomas, nor any of its representatives, serves as an attorney or accountant and no portion of Ashton Thomas’ services should be construed as same. Ashton Thomas may recommend the services of other professionals for certain non-investment implementation purposes (i.e. attorneys, accountants, insurance, etc.), including representatives of Ashton Thomas in their separate registered/licensed capacities as discussed. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Ashton Thomas. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. Please Also Note: Each client is advised that it remains the client’s responsibility to promptly notify Ashton Thomas if there is ever any change in client’s financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. Fee Differentials. As indicated in Item 5 (fees) below, Ashton Thomas shall price its services based upon various objective and subjective factors. As a result, Ashton Thomas’ clients could pay diverse fees based upon the market value of their assets, the complexity of the engagement, geographic differences, and the level and scope of the overall financial planning and/or consulting services to be rendered. The services to be provided by Ashton Thomas to any particular client could be available from other advisers at lower fees. All clients and prospective clients should be guided accordingly. Sub-Account Management Services. When engaged to manage a client’s variable annuity or variable life contract, Ashton Thomas will select, monitor and exchange as appropriate, sub- accounts available from the insurance company issuing the variable annuity or variable life contract. Please Note: Ashton Thomas’ ability to select or modify your variable annuity or variable life contract shall be limited by the selections made available by the insurance company that issued your variable annuity or variable life contract. Inverse/Enhanced Market Strategies. Ashton Thomas may utilize long and short mutual funds and/or exchange traded funds that are designed to perform in either an: (1) inverse relationship to certain market indices (at a rate of 1 or more times the inverse [opposite] result of the corresponding index) as an investment strategy and/or for the purpose of hedging against downside market risk; and (2) enhanced relationship to certain market indices (at a rate of 1 or more times the actual result of the corresponding index) as an investment strategy and/or for the purpose of increasing gains in an advancing market. There can be no assurance that any such strategy will 8  prove profitable or successful. In light of these enhanced risks/rewards, a client may direct Ashton Thomas, in writing, not to employ any or all such strategies for his/her/their/its accounts. Please Also Note. You will be responsible for notifying your investment adviser representative of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however, your investment adviser representative will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. In the event that your investment adviser representative sold you the variable annuity and/or variable life contract in his separate capacity as a registered representative of a broker-dealer, and your investment adviser representative received commission and/or trail compensation for this transaction, Ashton Thomas will not charge a fee to manage these assets. This sales compensation is separate from and in addition to any investment advisory fee charged by Ashton Thomas. Alternative Investments. Ashton Thomas may provide investment advice regarding unaffiliated alternative investments. Ashton Thomas’ role relative to the alternative investments shall be limited to its initial and ongoing due diligence and investment monitoring. If a client determines to become an alternative investment investor, the amount of assets invested may be included as part of “assets under management” for purposes of Ashton Thomas calculating its investment advisory fee. Structured Notes. Ashton Thomas may purchase Structured Notes for client accounts. A Structured Note is a financial instrument that combines two elements, a debt security and exposure to an underlying asset or assets. It is essentially a note, carrying counter party risk of the issuer. However, the return on the note is linked to the return of an underlying asset or assets (such as the S&P 500 Index or commodities). It is this latter feature that makes structured products unique, as the payout can be used to provide some degree of principal protection, leveraged returns (but usually with some cap on the maximum return), and be tailored to a specific market or economic view. Structured Notes will generally be subject to liquidity constraints, such that the sale thereof before maturity will be limited, and any sale before the maturity date could result in a substantial loss. There can be no assurance that the Structured Notes investment will be profitable, equal any historical performance level(s), or prove successful. If the issuer of the Structured Note defaults, the entire value of the investment could be lost. CONFLICTS OF INTEREST If requested, the client can engage certain of Ashton Thomas’ representatives, in their individual capacities as broker-dealer registered representatives to implement investments on a commission basis in alternative investments. Ashton Thomas is not a broker-dealer, and any such engagement would be outside the client’s relationship with Ashton Thomas and at the volition of the client. To address these material conflicts of interest: 1. Ashton Thomas does not recommend that clients allocate investment assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 2. Ashton Thomas does not have, nor will it exercise, any discretionary authority to place any client assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 3. Ashton Thomas reminds its clients in Form ADV where appropriate, and before they consider allocating investment assets that they are under absolutely no obligation to consider or make an investment in alternative investments; 9  4. Before a client allocates investment assets in any alternative investment in which Ashton Thomas and/or its related persons also have a financial interest, clients are required to sign an alternative investment acknowledgment form, which identifies the particular alternative investment and/or alternative investment company at issue and the conflicts associated with the sale of that particular investment; and 5. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above material conflicts of interest. Please Note: The above 1-5 apply to Ashton Thomas in its capacity as a registered investment adviser. It does not exclude its representatives from offering such alternative investments in their separate individual capacities as registered representatives. Regardless, such offer presents a material conflict of interest. Please Note: Alternative investments generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each alternative investment’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may maintain, alternative investments do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the alternative investment and acknowledges and accepts the various risk factors that are associated with such an investment. Please Also Note: Valuation. The value(s) for all alternative investments owned by the client shall reflect the most recent valuation provided by the investment sponsor or custodian. If no subsequent valuation post purchase is provided by the investment sponsor or custodian, then the valuation shall reflect initial purchase price. If the valuation reflects the initial purchase price (and/or a value as of a previous date), then the current value(s) (to the extent ascertainable) could be significantly more or less than original purchase price. If, in the rare instance that Ashton Thomas believes that it should undertake an analysis of the value provided, Ashton Thomas will base such analysis on its knowledge of the security and current market conditions, and, to the extent available/applicable, compare the value to similarly situated publicly traded companies. If Ashton Thomas receives information, it deems material to the value of the alternative investment, it shall take reasonable measures to confirm such information with the investment sponsor and contact the client to communicate such information. Variable Product Model Design and Maintenance: The universe of available variable sub-accounts within the selected Variable product will be evaluated to select the best available sub-account in most of the Morningstar Categories offered. Once each Category’s sub-accounts are identified as the best available among the options, the Advisor will construct four strategically allocated “model” portfolios along a risk spectrum (“Conservative”, “Moderate”, “Moderately-Aggressive”, and “Aggressive”) using these sub- accounts, with increasing levels of equity exposure as the models’ “risk” is increased. Once constructed, the Advisor will deliver cover sheets identifying each model’s objective, its allocation by percentage allocation and sub-account, and a Morningstar Snapshot Report on the portfolio in the aggregate. On a quarterly basis, the Advisor will update the Morningstar Snapshot Report with more recent investment performance data. The Advisor will also provide the insurance professional with a Risk Profile Questionnaire for their use with their retail clients. It’s understood that the Advisory service is provided to the independent insurance professional, and not to the end investor. The ATPW Advisory Associate bears no responsibility for the models’ usage with any end investor, nor do they attest to the suitability of any model for any particular individual end investor. 10  IRA Rollover Considerations As an investment advisor we are and have acted as a fiduciary in our relationships with our clients. We follow the fiduciary standard required by the provisions of the Investment Advisor’s Act of 1940. A recommendation to take a distribution from a plan or to transfer (or withdraw from) an individual retirement account (“IRA”) are fiduciary acts. As such, the recommendation must be prudent and in the best interest of the participant or IRA owner. Providing education regarding distribution options is an important consideration for selecting among those options. The following is a discussion of those options and consideration. As part of our investment advisory services to you, we may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an IRA that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset-based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because persons providing investment advice on our behalf have an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of: An employee will typically have four options: Leaving the funds in your employer's (former employer’s) plan. Moving the funds to a new employer’s retirement plan. Cashing out and taking a taxable distribution from the plan. Rolling the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage here are a few points to consider before you do so: 1. Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments. a. Employer retirement plans generally have a more limited investment menu than IRAs. b. Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds. 2. Your current plan may have lower fees than our fees. a. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA. b. You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services. 3. Our strategy may have higher risk than the option(s) provided to you in your plan. 4. Your current plan may also offer financial advice. 5. If you keep your assets titled in a 401k or retirement account, you could potentially delay your required minimum distribution beyond age 70.5. 6. Your 401k may offer more liability protection than a rollover IRA; each state may vary. a. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so you should consult with an attorney if you are 11  concerned about protecting your retirement plan assets from creditors. 7. You may be able to take out a loan on your 401k, but not from an IRA. 8. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home. 9. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 10. Your plan may allow you to hire us as the manager and keep the assets titled in the plan name. It is important that you understand the differences between these types of accounts and to decide whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment adviser representative, or call our main number as listed on the cover page of this Disclosure Brochure. Use of Mutual Funds: Most mutual funds are available directly to the public. Thus, a prospective client can obtain many of the mutual funds that may be recommended and/or utilized by Ashton Thomas independent of engaging Ashton Thomas as an investment advisor. However, if a prospective client determines to do so, he/she will not receive Ashton Thomas’ initial and ongoing investment advisory services. Bitcoin, Cryptocurrency, and Digital Assets: For clients who want exposure to cryptocurrencies, including Bitcoin, Ashton Thomas will consider investment in corresponding exchange traded securities, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Cryptocurrencies are digital assets that can be used to buy goods and services and use an online ledger with strong cryptography (i.e., a method of protecting information and communications through the use of codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated, and their price is determined by the supply and demand of their market. Cryptocurrency is currently considered to be a speculative investment. The speculative nature of cryptocurrencies notwithstanding, the Ashton Thomas may (but is not obligated to) utilize crypto exposure in one or more of its asset allocation strategies for diversification purposes. Please Note: Investment in cryptocurrencies is subject to the potential for liquidity constraints, extreme price volatility and complete loss of principal. Notice to Opt Out: Clients can notify the Ashton Thomas in writing, to exclude cryptocurrency exposure from their accounts. Absent the Ashton Thomas’ receipt of such written notice from the client, the Ashton Thomas may (but is not obligated to) utilize cryptocurrency as part of its asset allocation strategies for client accounts. include the client’s designated Independent Managers. Ashton Thomas may allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager[s] shall have day-to-day responsibility for the active discretionary management of the allocated assets. Ashton Thomas shall continue to render investment advisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which Ashton Thomas shall consider in recommending Independent Manager[s] investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. 12  Certain Independent Manager[s] may offer their services as a Unified Managed Account (UMA) platform or as a Separately Managed Account (SMA) platform, or both. Within an UMA platform environment, the Independent Manager makes available a menu of investment models and strategies maintained by Third-Party Money Managers (TPMMs). The TPMMs maintain model portfolios and provide allocation and trade instructions/signals to the Independent Manager of the UMA platform. The Independent Manager then implements the allocation or trade instruction/signal within the client’s UMA platform accounts for those clients subscribed to such TPMM’s model portfolios. At no time does a TPMM on the UMA platform have any advisory relationship with the client or have control or discretion of client assets. Trade discretion lies with the Independent Manager, whose authority is derived from the advisory agreement in place between the client and Ashton Thomas. In addition, the Independent Manager has the authority to substitute any security recommended by TPMM for a security which the Independent Manager has determined is more suitable for the model and/or the individual client account. Within an SMA platform environment, the Independent Manager makes available a menu of Portfolio Managers offered through separate accounts and managed by the Portfolio Manager. Portfolio Managers do have authority and discretion of the assets in the separately managed accounts and effect trades in such accounts in accordance with the intended objectives of their stated investment strategy. Trade discretion lies with the Portfolio Manager, whose authority is derived from the advisory agreement in place between the client and Ashton Thomas. The Independent Manager[s] may offer a platform which includes both UMA and SMA services. Independent Manager[s] may provide other back-office and administrative services for Ashton Thomas. Independent Manager[s] firm disclosure brochure will be made available to you, at no charge, upon request. You may opt for Ashton Thomas to receive any Independent Manager[s] firm disclosure brochure on your behalf, if you so choose. Client Obligations. In performing its services, Ashton Thomas shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify Ashton Thomas if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. Ashton Thomas shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, Ashton Thomas shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on Ashton Thomas’ services, including reasonable restrictions the client wishes to apply to the securities or types of securities to be bought, sold, or held in their account or other reasonable investment restrictions pertaining to the management of their account. As stated above, if the client determines to engage Ashton Thomas on a non-wrap fee basis the client will select individual services on an unbundled basis, paying for each service separately (i.e., investment advisory, trade execution, custody). If a client determines to engage Ashton Thomas on a wrap fee basis the client will pay a single fee for bundled services (i.e., investment advisory, brokerage, custody) (See Item 4.B). The services included in a wrap fee agreement will depend upon each client’s particular need. Please Note: When managing a client’s account on a wrap fee basis, Ashton Thomas, after its payment of all other costs included in the wrap fee (transaction fees, custodial charges, etc.), shall retain the balance of the wrap fee as compensation for its services. Accordingly, Ashton Thomas has a conflict of interest because it has an economic incentive to minimize the 13  number of transactions/total costs in the client’s account in order to maximize its compensation. As of December 31, 2024, Ashton Thomas had $4,046,646,724 in assets under management on a discretionary basis and $4,687,016 in assets under management on a non-discretionary basis. Item 5 Fees and Compensation A. The client can engage Ashton Thomas to provide discretionary and/or non-discretionary investment advisory services on a wrap or non-wrap fee basis. Ashton Thomas’ annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of Ashton Thomas), Ashton Thomas may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. AMPLIFY PLATFORM Ashton Thomas charges a “Platform Fee” based upon the services selected and the amount of assets placed on the Amplify Platform. Ashton Thomas retains a portion of the Platform Fee as compensation for providing and administering the Amplify Platform and maintaining the relationships with the third-party vendors and managers available to Platform Members. The Platform Fee may or may not include custodial transaction charges depending on if the Program Manager selected on the Amplify Platform provides its services on a Wrap Fee basis or not. However, the Platform Fee does not cover any margin interest, national securities exchange fees, charges for transactions not executed through the custodian (“tradeaway fees”), costs associated with exchanging currencies, fees and expenses charged by mutual funds or any investment company in which the assets may be invested. You should also understand that markups, markdowns and spreads charged by a dealer unaffiliated with the custodian may be included in the price of certain transactions executed on your behalf. To the extent that an adviser engages an independent manager on a sub-advisory basis, a portion of the Platform Fee shall be paid to the independent manager as compensation for the management of the underlying client’s assets designated for their management. The Platform Fee can range from 0.00% to 1.50%, annually, and may differ from client to client and shall vary based upon the independent manager selected from the Amplify Platform based upon various subjective and objective factors. Please note: As discussed above, Ashton Thomas’ investment adviser representatives are required to utilize the back-office support services available through the Amplify Platform. Therefore, Ashton Thomas clients will incur Platform Fees in addition to the fee associated with the advisory services provided to the client, unless the investment adviser representative chooses to absorb the entire Platform Fee. Any such Platform Fee shall be clearly disclosed in the client’s agreement. Clients who participate in the Amplify Platform program shall pay advisory fees to the independent managers who manage the underlying client assets on a sub-advisory basis. Fees paid to the independent managers are in addition to the platform and administrative fees charged by Ashton Thomas and the advisory fee charged by your investment adviser as a Platform Member. Independent Manager fees are billed and collected in the same manner as the Ashton Thomas platform fee. Additional information regarding fee sharing and the fees charged by the independent manager is available at https://app.amplifyplatform.com/_f/e41cmp7h/programmanagers. Ashton Thomas will retain all or part of the independent manager fee. 14  In addition, some independent managers on our platform may allocate underlying client assets to certain affiliated exchange-traded funds or mutual funds when developing their investment models. These managers share a portion of the fees they collect from mutual funds they manage with us to reduce the cost of maintaining access to their strategy on the Amplify platform. Certain independent manager portfolio providers participating in the Ashton Thomas Amplify program may not charge management fees or may reduce such fees because they utilize their proprietary mutual funds and/or ETFs and receive fees from these proprietary funds. The pricing terms are routinely re-negotiated with individual sub-managers and or model providers, whereby Ashton Thomas, sub-manager, or model provider may receive a greater or lesser percentage of the Platform Fee than the current percentage at the time client (or their investment adviser) selected a particular investment strategy. In general, this reapportionment does not increase the Platform Fee that the underlying client pays. In the rarer case where the Platform Fee negotiations result in a need to increase the Platform Fee, the underlying client and/or client’s Advisor/Platform Member (if such Advisor has investment discretion to act on behalf of the Client) would be notified in advance of any increase in Platform Fees, with full opportunity to select another strategy in the Amplify Program or otherwise change Client’s account. These fee-sharing arrangements create a conflict of interest since Ashton Thomas has the incentive to continue to recommend these models/ strategies for the Amplify platform. Additionally, Independent managers may refer or recommend their clients to invest via the Amplify platform. This arrangement creates an incentive for us to maintain platform relationships with these Independent Managers over others that we may be considering. To mitigate these conflicts, we do not take revenue-sharing payments into account when determining whether to retain Independent Managers. Finally, the independent manager fee may be discounted for Investment Advisors who have a significant amount of assets invested on our platform. The amount of the discount is individually negotiated with each introducing Investment Advisor participating at our discretion. Amplify Platform Fees and model/strategy fees charged by Ashton Thomas can be waived or reduced at its discretion. Such reduction or waiver does not require Ashton Thomas to continue to waive or reduce fees. Fees that have been waived, reduced, or negotiated by a Platform Member can cause fees to deviate from the Ashton Thomas standard advisory or Platform Fee schedule. To mitigate the conflicts, Ashton Thomas manages the portfolios based on their investment objectives, our long-term capital forecasts, and your risk score. Further, you and your Investment Advisor, not Ashton Thomas, are responsible for selecting the most suitable portfolio for you. Ashton Thomas does not provide advice or recommendations regarding portfolio selections. Ashton Thomas customizes Platform Fee arrangements with its affiliated advisors to accommodate the unique characteristics of each advisor’s relationship of affiliation with Ashton Thomas. While this flexibility supports tailored arrangements, it also creates a conflict of interest because Ashton Thomas is economically incentivized to recommend or refer clients to the advisors whose agreements result in higher fees for Ashton Thomas. Additionally, some of Ashton Thomas’ advisors elect to absorb the Platform Fees for their clients, and therefore, those clients could have reduced overall costs compared to others. No client is under any obligation to select any particular affiliated advisor. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the Platform Fee arrangements of its affiliated advisors. Where applicable, Platform Fees are disclosed in a client’s advisory agreement. OTHER FEES The TPMMs on the Amplify Platform charge Ashton Thomas a fee, and as part of the services provided 15  to clients, Ashton Thomas may charge an additional override fee to its advisers. This override fee, if charged, will be included in the client’s asset management fee and not in addition to the management fee charged by the TPMMs and is designed to compensate ATPW for overseeing and coordinating the relationship with the TPMMs. Override Fee Structure: ATPW may apply different override fees depending on the specific TPMM selected. These fees may vary based on the asset size, the type of investment strategy, and other factors related to the services provided by the TPMM. Potential Conflicts of Interest: The firm’s compensation, including the override fee, may create an incentive for the firm to select or recommend certain TPMMs over others. We will disclose the override fee structure to clients and ensure transparency in the advisory process. TPMM Fees: The fees charged by TPMMs will be disclosed in the separate agreements between the client and the TPMM. These fees are typically disclosed in the TPMM’s own Form ADV Part 2 or equivalent disclosure document. FAMILY OFFICE SERVICES Family Office Services clients may have different fee arrangements compared to traditional clients, which will be agreed upon with the Client prior to the commencement of services. The fee structure selected by the Client will be outlined in the Family Office Services Agreement and may include the following options: Tiered Percentage-Based Fees, Blended Pricing. Flat Annual Fee, Minimum Annual Fee or Custom Pricing. The value of the AUA will be determined at the end of each calendar quarter based on the most recent valuation provided by the custodian(s) or, if applicable, based on a mutually agreed-upon valuation methodology between the Advisor and Client. Fees for advisory services will be prorated and payable in quarterly installments based on the AUA valuation at the start of each period. Adjustments for changes in AUA during the period will be reconciled at the end of the calendar year. In the event of early termination, any unused prepayments will be refunded to the Client, based on a prorated calculation. Any changes to the fee structure must be mutually agreed upon in writing and documented as an amendment to the Family Office Services Agreement. NON-WRAP FEE BASIS If a client engages Ashton Thomas to provide discretionary and/or non-discretionary investment advisory services on a non-wrap fee basis, Ashton Thomas’ annual investment advisory fee is negotiable and may not exceed 2.99% of the total assets placed under Ashton Thomas’ management/advisement. The fee shall be based upon the level and scope of the overall investment advisory services to be rendered, which is based upon various objective and subjective factors. These factors include, but are not limited to, the amount of the assets placed under Ashton Thomas’ management, the level and scope of financial planning and consulting services to be rendered, and the complexity of the engagement. (See Fee Differentials discussed above). In addition to Ashton Thomas’ annual investment advisory fee, you will incur fees charged by the Sub-Adviser in addition to the investment advisory fees charged by Ashton Thomas. The Sub- Advisers’ fee range is typically between 0.30% and 1.65%, and these fees are stated in the Sub- Adviser’s disclosure brochure. Ashton Thomas selects and retains, utilizing the discretionary authority granted by you, third party investment advisers, as a Sub-Adviser. Third party advisers charge an investment advisory fee separate from and in addition to the investment advisory fee charged by Ashton Thomas, and there may be other third-party managers which may offer similar sub-advisory services for a fee which is more or less than charged by other third-party sub- advisers. 16  ASHTON THOMAS WRAP PROGRAM If the client determines to engage Ashton Thomas to provide investment management services on a wrap fee basis in accordance with Ashton Thomas’ Wrap Program, the services offered under, and the corresponding terms and conditions pertaining to, the Wrap Program are discussed in the Wrap Fee Program Brochure, a copy of which is presented to all prospective Wrap Program participants. Under the Wrap Program, Ashton Thomas is able to offer participants discretionary investment management services, for a single specified annual Wrap Program fee, inclusive of trade execution, custody and reporting. The current annual Wrap Program fee ranges up to 2.99%, depending upon the asset composition in the account. Ashton Thomas, in its sole discretion, may charge a lesser investment management fee based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client, etc.). Unaffiliated Independent Investment Managers: As described in Item 4 (see “Miscellaneous – Independent Managers”), Ashton Thomas may recommend the services of unaffiliated independent investment managers. The fees for such managers and their services are in addition to the fees described above, however, the total advisory fee for an account utilizing these managers shall not exceed 2.99% per annum. The specific fee for each manager is provided in your Ashton Thomas Investment Advisory Agreement. Conflict of Interest: Because Wrap Program transaction fees and/or commissions are being paid by Ashton Thomas to the account custodian/broker-dealer, Ashton Thomas has an economic incentive to minimize the number of trades in the client’s account. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the corresponding conflict of interest a wrap fee arrangement may create. RETIREMENT PLAN SERVICES Ashton Thomas charges fees of up to 1.00% with a minimum of $10,000 per year for its ERISA Investment Fiduciary Services. The advisory fee is detailed in the Plan Sponsor’s investment advisory agreement with Ashton Thomas. The fees described above may be paid by the Plan record- keeper directly from Plan assets, accounts or investments. Alternatively, fees for retirement plan services may be billed directly to the Plan Sponsor. Our fees are negotiable. The specific manner in which fees are charged by Ashton Thomas is established in the client’s written agreement with Ashton Thomas. Asset-based fees generally are calculated as follows: • The initial fee will be prorated based upon the number of days remaining in the initial quarterly period from the date of execution of the Agreement based upon the market value of the plan assets at the close of business on the last business day of the initial quarterly period. • Thereafter, the quarterly portion of any annual asset-based fees will be based upon the market value of the plan assets at the close of business on the last business day of the previous calendar quarter (without adjustment for anticipated withdrawals by plan participants or beneficiaries or other anticipated or scheduled transfers or distributions of assets.) • When the Agreement is terminated prior to the end of a quarter, Ashton Thomas will be entitled to a quarterly fee, prorated for the number of days in the quarter prior to the 17  effective date of the termination, and for asset-based fees, based on the market value of the plan assets at the close of business on the effective date of termination. FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) To the extent specifically requested by a client, Ashton Thomas may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, such as estate planning, insurance planning, etc.) on a stand-alone fee basis. Ashton Thomas’ planning and consulting fees are negotiable but generally range from $150 to $1,000 on an hourly rate basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Variable Product Model Design and Maintenance The Annual Fee for this service is $1,200.00 to $1,500.00 per Variable Contract evaluated, with the higher fee paid for Variable product issuers that issue multiple products offering essentially similar subaccount availability. The fee can be paid quarterly or monthly, at the client’s preference, but the entire amount is “due” at delivery of the models. Retirement Rollovers - No Obligation A client or prospective client is under no obligation to engage Ashton Thomas as the investment adviser for his/her employer sponsored retirement account. Rather, a client can continue to self- direct his/her retirement account at his/her employer. If the client determines that he/she would like Ashton Thomas’ assistance, Ashton Thomas shall charge a separate and additional advisory fee for its ongoing advisory services. The client will not incur this separate and additional advisory fee if he/she determines to continue to self-direct his/her account. Conflict of Interest: Any recommendation by Ashton Thomas that a client engage Ashton Thomas to manage his/her retirement account presents a conflict of interest since Ashton Thomas shall derive an economic benefit from such engagement. Again, a client is under no obligation to engage Ashton Thomas as the investment adviser for his/her retirement account. In providing advice to a client with regard to the client’s employer retirement account, Ashton Thomas is not advising the employer’s plan and is not acting as a fiduciary to the employer’s plan under ERISA. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client may have regarding its prospective engagement and the corresponding conflict of interest presented by such engagement. A. Clients may elect to have Ashton Thomas’ advisory fees deducted from their custodial account. Both Ashton Thomas’ Investment Advisory Agreement and the custodial/clearing agreement may authorize the custodian to debit the account for the amount of Ashton Thomas’ investment advisory fee and to directly remit that management fee to Ashton Thomas in compliance with regulatory procedures. In the limited event that Ashton Thomas bills the client directly, payment is due upon receipt of Ashton Thomas’ invoice. Ashton Thomas shall deduct fees and/or bill clients quarterly in advance, or in arrears as specified in the Investment Advisory Agreement, based upon the market value of the assets on the last business day of the previous quarter, with prorated adjustments made for inflows and outflows in excess of $10,000.00. B. As discussed below, unless the client directs otherwise or an individual client’s circumstances require, Ashton Thomas shall generally recommend that Fidelity, Schwab, Pershing, and/or Goldman serve as the broker-dealer/custodian for client investment management assets. Broker- dealers such as Fidelity, Schwab, Pershing, and/or Goldman charge brokerage commissions and/or transaction fees for effecting certain securities transactions (i.e. transaction fees are charged for certain no-load mutual funds, commissions are charged for individual equity and fixed income securities transactions). Refer to Item 18  12 for discussion of brokerage practices. In addition to Ashton Thomas’ investment management fee, brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). Participants in the Ashton Thomas Wrap Program will not incur brokerage commissions and/or transaction fees in addition to the program fees. Participants in the wrap programs will incur certain charges and administrative fees, including, but not limited to, fees charged by Independent Managers, Amplify Program fees, transaction charges (including mark-ups and mark-downs) resulting from trades effected through or with a broker- dealer other than the custodian, alternative investment fees, wire fees, short term redemption fees, bond concessions, and loads. Participants may also incur transfer taxes, odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. Such fees and expenses are in addition to the Program’s wrap fee. C. Ashton Thomas’ annual investment advisory fee shall be prorated and paid quarterly, in advance, or in arrears as specified in the Investment Advisory Agreement. Fees will be based upon the market value of the assets on the last business day of the previous quarter, with prorated adjustments made for inflows and outflows in excess of $10,000.00. Ashton Thomas, in its sole discretion, may charge a lesser investment management fee based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client, etc.). The Investment Advisory Agreement between Ashton Thomas and the client will continue in effect until terminated by either party by written notice in accordance with the terms of the Investment Advisory Agreement. Upon termination, Ashton Thomas shall refund the pro-rated portion of the advanced advisory fee paid based upon the number of days remaining in the billing quarter. D. Securities Commission Transactions. In the event that the client desires, the client can engage certain of Ashton Thomas’ representatives, in their individual capacities as registered representatives to implement investment recommendations on a commission basis. In the event the client chooses to purchase investment products through a broker-dealer, the broker-dealer will charge brokerage commissions to effect securities transactions, the majority of which commissions the broker-dealer will pay to the registered representatives. The brokerage commissions charged by the broker-dealer may be higher or lower than those charged by other broker-dealers. In addition, the registered representative may also receive additional ongoing 12b-1 trailing commission compensation directly from mutual fund companies during the period that the client maintains the mutual fund investment. 1. Conflict of Interest: The recommendation that a client purchase a commission product through a broker-dealer of which the Ashton Thomas representative is also a registered representative of such broker-dealer presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend investment products based on commissions to be received, rather than on a particular client’s needs. No client is under any obligation to purchase any commission products through such a broker-dealer. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. 2. Please Note: Clients may purchase investment products recommended by Ashton Thomas through other non-affiliated broker dealers or agents. 19  3. Item 5.E.3 is not applicable to Ashton Thomas. 4. When Ashton Thomas’ representatives sell an investment product on a commission basis, Ashton Thomas does not charge an advisory fee in addition to the commissions paid by the client for such product. When providing services on an advisory fee basis, Ashton Thomas’ representatives do not also receive commission compensation for such advisory services. However, a client may engage Ashton Thomas to provide investment management services on an advisory fee basis and separate from such advisory services purchase an investment product from Ashton Thomas’ representatives on a separate commission basis. E. Tradeaway/Prime Broker Fees. Relative to its discretionary investment management services, when beneficial to the client, individual fixed income transactions may be effected through broker- dealers other than the account custodian, in which event, the client will incur both the fee (commission, mark-up/mark-down) charged by the executing broker-dealer and a separate “tradeaway” and/or prime broker fee charged by the account custodian (Fidelity, Schwab, Pershing, and/or Goldman). Insurance Commissions. In the event that the client desires, the client can engage certain of Ashton Thomas’ representatives, in their individual capacities as insurance agents of Ashton Thomas Insurance Agency, LLC. 1. Conflict of Interest. The recommendation that a client purchase a commission insurance product through our related insurance agency, Ashton Thomas Insurance Agency, presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend insurance products based on commissions to be received, rather than on a particular client’s needs. No client is under any obligation to purchase any insurance commission products through our related insurance agency. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. 2. How we address the Conflict. First and foremost, we address the conflicts described above in relation to Additional Compensation by disclosing them to you in this Brochure as well as your representative’s Brochure Supplement. As a matter of general policy, we discourage activities that put your interests anywhere but first. Additionally, we have instituted a comprehensive supervisory process, detailed in our Policies and Procedures manual that was designed to address, among other things, conflicts of interest such as additional compensation. In addition, we have designated a Chief Compliance Officer, as set forth on Schedule A of our Form ADV, to be the party responsible for the overall application and oversight of our supervisory process and our policies and procedures. Our Chief Compliance Officer has the authority to delegate certain supervisory responsibilities to other supervised persons within our firm in order to ensure that our overall system of supervision is being carried out adequately and in a timely manner. to the executing financial institution keeping 3. Bear in mind that even if our supervised persons were not registered/licensed to sell the types of products/services addressed in the preceding section, the majority of your transactions involving such products would still result in you paying some sort of commission for those products. In the case of our supervised persons, their active registration/licensing may allow them to be able to receive such additional compensation as opposed that compensation exclusively for itself. 4. Any Additional Compensation received by our supervised persons in connection with the products/services described in the preceding section is deemed routine and customary compensation for such activities and is not believed to be inappropriate. 20  Procedure for disclosing these conflicts. In an effort to inform you of these conflicts of interest, we have prepared this Brochure and have provided it to you, in part, for the purpose of disclosing these conflicts. You are always welcome to request a current copy of our Brochure. We are obligated to provide you a copy of this Brochure no later than the time you sign our Agreement and on an annual basis, we are required to provide you either (1) a copy of our current Brochure or (2) a set of instructions as to how you can request a copy of our current Brochure. Item 6 Performance-Based Fees and Side-by-Side Management Neither Ashton Thomas nor any supervised person of Ashton Thomas accepts performance-based fees. Item 7 Types of Clients Ashton Thomas’ clients shall generally include individuals, business entities, trusts, estates, pension and profit-sharing plans, and charitable organizations. Methods of Analysis, Investment Strategies and Risk of Loss Item 8 Ashton Thomas may utilize the following methods of security analysis: Long-Term Purchases, Short-Term Purchases, and Option Writing. Investing in securities or other investment products involves the risk of loss and you should be prepared to bear such losses. Long-Term Purchases Long-term purchases generally involve the acquisition of an investment instrument and holding it for a period of at least one year. Key risk(s): Capital Risk, Economic Risk, Financial Risk, Inflation Risk, Interest Rate Risk, Legal/Regulatory Risk, Liquidity Risk, Market Risk, Operational Risk, Strategy Risk. Short-Term Purchases Short-term purchases generally involve the acquisition of an investment instrument and holding it for a period of not more than one year. Key risk(s): Capital Risk, Economic Risk, Financial Risk, Higher Trading Costs, Interest Rate Risk, Legal/Regulatory Risk, Liquidity Risk, Market Risk, Operational Risk, Strategy Risk. Option Writing (including covered/uncovered options or spreading strategies) We will also employ the use of options trading in the event that such trading complements an investment strategy we may be carrying out for a particular client. An option is the right either to buy or sell a specified amount or value of a particular underlying investment instrument at a fixed price (i.e. the “exercise price”) by exercising the option before its specified expiration date. Options giving you the right to buy are called “call” options. Options giving you the right to sell are called “put” options. When trading options on behalf of a client, we may use covered or uncovered options or various strategies such as spreads and straddles. Covered options involve options trading when you own the underlying instrument on which the option is based. Uncovered options involve options trading when you do not own the underlying instrument on which the option is based. Spread options are options for whose values are derived from the difference in price of two different underlying assets or components. Key risk(s): Capital Risk, Economic Risk, Financial Risk, Higher Trading Costs, Interest Rate Risk, 21  Legal/Regulatory Risk, Liquidity Risk, Market Risk, Operational Risk, Strategy Risk. Capital Risk Capital risk is one of the most basic, fundamental risks of investing; it is the risk that you may lose 100 percent of your money. All investments carry some form of risk, and the loss of capital is generally a risk for any investment instrument. Market Risk Stock markets are volatile and can decline significantly in response to adverse issuer, industry, regulatory, market or economic developments. Different parts of the U.S. market and different markets around the world can react differently to these developments. When market prices fall, the value of your investment will go down. The U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks, have taken steps to support financial markets, including by lowering interest rates to historically low levels. This and other government intervention may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The Federal Reserve recently increased its market support activities and has begun lowering interest rates and expanding its balance sheet. Further Federal Reserve or other U.S. or non- U.S. governmental or central bank actions, including interest rate increases or contrary actions by different governments, could negatively affect financial markets generally, increase market volatility and reduce the value and liquidity of securities in which the Fund invests. Policy and legislative changes in the U.S. and in other countries are affecting many aspects of financial regulation and may in some instances contribute to decreased liquidity and increased volatility in the financial markets. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. Credit Risk Credit risk can be a factor in situations where an investment’s performance relies on a borrower’s repayment of borrowed funds. With credit risk, an investor can experience a loss or unfavorable performance if a borrower does not repay the borrowed funds as expected or required. Investment holdings that involve forms of indebtedness (i.e. borrowed funds) are subject to credit risk. Currency Risk Fluctuations in the value of the currency in which your investment is denominated may affect the value of your investment and thus, your investment may be worth more or less in the future. All currency is subject to swings in valuation and thus, regardless of the currency denomination of any particular investment you own, currency risk is a realistic risk measure. That said, currency risk is generally a much larger factor for investment instruments denominated in currencies other than the most widely used currencies (U.S. dollar, British pound, German mark, Euro, Japanese yen, French franc, etc.). Economic Risk The prevailing economic environment is important to the health of all businesses. Some companies, however, are more sensitive to changes in the domestic or global economy than others. These types of companies are often referred to as cyclical businesses. Countries in which a large portion of businesses are in cyclical industries are thus also very economically sensitive and carry a higher amount of economic risk. If an investment is issued by a party located in a country that experiences wide swings from an economic standpoint or in situations where certain elements of an investment instrument are hinged on dealings in such countries, the investment instrument will generally be subject to a higher level of economic risk. Financial Risk Financial risk is represented by internal disruptions within an investment or the issuer of an investment that can lead to unfavorable performance of the investment. Examples of financial risk can be found in cases like Enron or many of the dot com companies that were caught up in a period of extraordinary market valuations that were not based on solid financial footings of the companies. 22  Risk of Potential Public Health Crisis A public health crisis, pandemic, epidemic or outbreak of a contagious disease, such as the outbreak of Coronavirus (or Covid-19) in China, the United States and other countries, could have an adverse impact on global, national and local economies, which in turn could negatively impact Ashton Thomas and its investment products. Disruptions to commercial activity relating to the imposition of quarantines or travel restrictions (or more generally, a failure of containment efforts) may adversely impact Ashton Thomas’s investments, including by delaying or causing supply chain disruptions or by causing staffing shortages. Finally, the outbreak of Coronavirus has contributed to, and may continue to contribute to, volatility in financial markets, including changes in interest rates. The impact of a public health crisis such as the Coronavirus (or any future pandemic, epidemic or outbreak of a contagious disease) is difficult to predict, which presents material uncertainty and risk with respect to the markets. Higher Trading Costs For any investment instrument or strategy that involves active or frequent trading, you may experience larger than usual transaction-related costs. Higher transaction-related costs can negatively affect overall investment performance. Inflation Risk Inflation risk involves the concern that in the future, your investment or proceeds from your investment will not be worth what they are today. Throughout time, the prices of resources and end-user products generally increase and thus, the same general goods and products today will likely be more expensive in the future. The longer an investment is held, the greater the chance that the proceeds from that investment will be worth less in the future than what they are today. Said another way, a dollar tomorrow will likely get you less than what it can today. Interest Rate Risk Certain investments involve the payment of a fixed or variable rate of interest to the investment holder. Once an investor has acquired or has acquired the rights to an investment that pays a particular rate (fixed or variable) of interest, changes in overall interest rates in the market will affect the value of the interest- paying investment(s) they hold. In general, changes in prevailing interest rates in the market will have an inverse relationship to the value of existing, interest paying investments. In other words, as interest rates move up, the value of an instrument paying a particular rate (fixed or variable) of interest will go down. The reverse is generally true as well. Legal/Regulatory Risk Certain investments or the issuers of investments may be affected by changes in state or federal laws or in the prevailing regulatory framework under which the investment instrument or its issuer is regulated. Changes in the regulatory environment or tax laws can affect the performance of certain investments or issuers of those investments and thus, can have a negative impact on the overall performance of such investments. Liquidity Risk Certain assets may not be readily converted into cash or may have a very limited market in which they trade. Thus, you may experience the risk that your investment or assets within your investment may not be able to be liquidated quickly, thus, extending the period of time by which you may receive the proceeds from your investment. Liquidity risk can also result in unfavorable pricing when exiting (i.e. not being able to quickly get out of an investment before the price drops significantly) a particular investment and therefore, can have a negative impact on investment returns. Operational Risk Operational risk can be experienced when an issuer of an investment product is unable to carry out the business it has planned to execute. Operational risk can be experienced as a result of human failure, 23  operational inefficiencies, system failures, or the failure of other processes critical to the business operations of the issuer or counter party to the investment. Past Performance Charting and technical analysis are often used interchangeably. Technical analysis generally attempts to forecast an investment’s future potential by analyzing its past performance and other related statistics. In particular, technical analysis often times involves an evaluation of historical pricing and volume of a particular security for the purpose of forecasting where future price and volume figures may go. As with any investment analysis method, technical analysis runs the risk of not knowing the future and thus, investors should realize that even the most diligent and thorough technical analysis cannot predict or guarantee the future performance of any particular investment instrument or issuer thereof. Strategy Risk There is no guarantee that the investment strategies discussed herein will work under all market conditions and each investor should evaluate his/her ability to maintain any investment he/she is considering in light of his/her own investment time horizon. Investments are subject to risk, including possible loss of principal. A. Currently, Ashton Thomas primarily allocates client investment assets among various mutual funds and/or exchange traded funds and Independent Manager[s], on a discretionary basis in accordance with the client’s designated investment objective(s). Independent Manager[s] may offer strategies that utilize, but are not limited to, stocks, bonds, options, and alternative investments. (See Independent Manager[s] above). [insert material risks involved] Item 9 Disciplinary Information On August 9, 2024, Ashton Thomas was subject to disciplinary action by the Securities and Exchange Commission (“SEC) related to untimely filing of the 13(f) report as mandated by the Exchange Act and Rule 13f-1. The disciplinary action was based on the allegation that Ashton Thomas violated rule 13f-1. As a result, Ashton Thomas was ordered to pay $375,000 in fines to the SEC. Following the disciplinary event, Ashton Thomas implemented new procedures to ensure timely filing of future 13(f) reports. Item 10 Other Financial Industry Activities and Affiliations A. Neither Ashton Thomas, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. B. Registered Representatives of unaffiliated broker-dealers. As disclosed above in Item 5.E, certain of Ashton Thomas’ representatives are also registered representatives of unaffiliated broker-dealers. Clients may choose to engage certain of Ashton Thomas’ representatives, in their individual capacities as registered representatives of such broker-dealers, to effect securities brokerage transactions on a common basis. C. Licensed Insurance Agents. Certain of Ashton Thomas’ representatives, in their individual capacities, are licensed insurance agents, and may recommend the purchase of certain insurance- related products on a commission basis. Clients may choose to engage these representatives, in their individual capacities as insurance agents, to purchase insurance products on a commission basis. Conflict of Interest: the recommendation by Ashton Thomas’ representatives that a client 24  purchase a securities or insurance commission product presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend investment products based on commissions to be received, rather than on a particular client’s need. Ashton Thomas’ representatives receive commissions based on their recommendations of these products. Additionally, Ashton Thomas Insurance Agency receives compensation from investment advisers for insurance products that it recommends or selects for its clients. Ashton Thomas Private Wealth does not receive, directly or indirectly, compensation from investment advisors for insurance products that it recommends or selects for its clients. Clients are under no obligation to purchase any commissionable products from Ashton Thomas’ representatives. Clients are reminded that they may purchase insurance products or securities recommended by Ashton Thomas through other non-affiliated broker-dealers or insurance agents. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have. Other Affiliations: Ashton Thomas Tax Advisory, a DBA of Ashton Thomas Insurance Agency Associated Persons of Ashton Thomas Private Wealth will recommend Ashton Thomas Tax Advisory to their Clients and conversely, Ashton Thomas Tax Advisory may recommend Ashton Thomas Private Wealth to clients for investment advisory services. Clients should be aware that a conflict of interest is inherent in such an arrangement. However, Clients of one firm are not required to use the services of any affiliated firm. Affiliation with Ashton Thomas Securities: Ashton Thomas Private Wealth has recently entered into an affiliation agreement with Ashton Thomas Securities ("ATS"), a registered broker-dealer. Ashton Thomas Private Wealth and ATS share common ownership and management. Certain investment adviser representatives (“IARs”) of Ashton Thomas Private Wealth are also registered representatives of ATS and thus are dually registered. Clients are under no obligation to use the investment advisory services of Ashton Thomas Securities, LLC. Dual Registration of Investment Adviser Representatives: Certain IARs of Ashton Thomas Private Wealth are also registered representatives of ATS. As dually registered representatives, these individuals may offer both investment advisory services through Ashton Thomas Private Wealth and brokerage services through ATS to their clients. The dually registered IARs adhere to all regulatory requirements governing their activities, including disclosures, suitability determinations, and conflicts of interest management. Affiliation with Ashton Thomas Advisors, LLC: Ashton Thomas Private Wealth has recently entered into an affiliation agreement with Ashton Thomas Advisors, LLC ("ATA"), an SEC Registered Investment Adviser. Ashton Thomas Private Wealth and ATA share common ownership and management. Certain IARs of Ashton Thomas Private Wealth are also registered investment representatives of ATA and thus are dually registered. Clients are under no obligation to use the investment advisory services of ATA. Affiliation with Amplify Financial, LLC: Ashton Thomas Private Wealth has recently entered into an affiliation agreement with Amplify Financial, LLC (“Amplify Financial”), an SEC Registered Investment Adviser. Ashton Thomas Private Wealth and Amplify share common ownership and management. Certain IARs of Ashton Thomas Private Wealth are also registered investment representatives of Amplify Financial and thus are dually registered. Clients are under no obligation to use the investment advisory services of 25  Amplify Financial. Sub-Advisory Agreement with Quantum Portfolio Management: Ashton Thomas Private Wealth has entered into a sub-advisory agreement with Custom Index Systems LLC, doing business as Quantum Portfolio Management (“Quantum”), a registered investment adviser with the SEC. The managing partner at Quantum also serves as the Chief Investment Strategist at Arax Investment Partners, an owner in Ashton Thomas Private Wealth. This dual role may create a potential conflict of interest, as the sub-adviser may have access to investment strategies or recommendations made by Arax Investment Partners that could influence the decisions made for Quantum Portfolio Management. Ashton Thomas Private Wealth and Quantum are committed to making investment decisions that are in the best interest of our clients. We have policies in place to manage potential conflicts of interest and to ensure that the advisory services provided to clients are not unduly influenced by the interests of Arax Investment Partners. Clients are not required to invest in strategies through Quantum. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Ashton Thomas’ Code of Ethics serves to establish a standard of business conduct for all of Ashton Thomas’ representatives that is based upon fundamental principles of openness, integrity, honesty and trust. Ashton Thomas’ Code of Ethics includes an investment policy relative to its investment adviser representative’s personal securities transactions. Ashton Thomas will provide a copy of the Code of Ethics to any client or prospective client upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, Ashton Thomas also maintains and enforces written policies reasonably designed to prevent the misuse of material non- public information by Ashton Thomas or any person associated with Ashton Thomas. B. Except as stated immediately below, neither Ashton Thomas nor any related person of Ashton Thomas recommends, buys, or sells for client accounts, securities in which Ashton Thomas or any related person of Ashton Thomas has a material financial interest: Conflicts of Interest – Alternative Investments. If requested, the client can engage certain of Ashton Thomas’ representatives, in their individual capacities as registered representatives of unaffiliated broker-dealers, to implement investments on a commission basis in alternative investments. Certain of Ashton Thomas’ related persons have financial interests and/or warrants to purchase additional interests in the same alternative investments. The recommendation by Ashton Thomas’ related persons that clients purchase interests in alternative investments on a commission basis presents a material conflict of interest. Specifically, when the representative has a personal interest in the offering, the Ashton Thomas’ related persons may have the incentive to recommend that a client make such an investment based upon the overall success of the alternative investment in which Ashton Thomas’ related persons have a personal interest, as opposed to a particular client’s need. To address these material conflicts of interest: 1. Ashton Thomas does not recommend that clients allocate investment assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 2. Ashton Thomas does not have, nor will it exercise, any discretionary authority to place any client assets 26  in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 3. Ashton Thomas reminds its clients in Form ADV where appropriate, and before they consider allocating investment assets that they are under absolutely no obligation to consider or make an investment in alternative investments; 4. Before a client allocates investment assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest, clients are required to sign an alternative investment acknowledgment form, which identifies the particular alternative investment at issue and the conflicts associated with the sale of that particular alternative investment; and 5. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above material conflicts of interest. Please Note: The above 1-5 apply to Ashton Thomas in its capacity as a registered investment adviser. It does not exclude its representatives from offering such alternative investments in their separate individual capacities as registered representatives. Regardless, such offer presents a material conflict of interest. C. Ashton Thomas and/or representatives of Ashton Thomas may buy or sell securities that are also recommended to clients, which purchases may be made in the separate capacity as a registered representative of a broker-dealer. In fact, as stated above, Ashton Thomas’ related persons have financial interests in some of the alternative investments that they recommend on a commission in their separate capacities as registered representatives. This practice may create a situation where Ashton Thomas and/or representatives of Ashton Thomas are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a material conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if Ashton Thomas did not have adequate policies in place to detect such activities. In addition, Ashton Thomas’ policies can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of Ashton Thomas’ clients) and other potentially abusive practices. To address this material conflict of interest, Ashton Thomas has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of Ashton Thomas’ “Access Persons.” Ashton Thomas’ securities transaction policy requires that an Access Person of Ashton Thomas must provide the firm with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the firm with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date Ashton Thomas selects; provided, however that at any time that Ashton Thomas has only one Access Person, he or she shall not be required to submit any securities report described above. Further, all Access Persons must submit to a pre-clearance review before investing in any alternative investments that are also recommended by Ashton Thomas’ related persons in their separate capacities as registered representatives of a broker-dealer. Finally, an Access Person is also required to obtain the pre- approval from the firm before engaging in any outside business activities that may be required for the Access Person to acquire an interest in an alternative investment or alternative investment company. Ashton Thomas’ personal securities transaction policy dictates that any proposed transaction will not be pre-approved by the firm if it would constitute or result in “scalping,” “front- running,” or other potentially abusive practices to the detriment of Ashton Thomas’ clients. D. Ashton Thomas and/or representatives of Ashton Thomas (in the capacity as an investment advisor representative of Ashton Thomas or in a separate and individual capacity as a registered representative of a broker-dealer) may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where Ashton Thomas and/or representatives of Ashton Thomas are in a position to materially benefit from the sale or purchase of 27  those securities. Therefore, this situation creates a potential conflict of interest. As indicated above in Item 11.C., Ashton Thomas has a personal securities transaction policy, which prohibits any potential trades that would constitute or result in “scalping,” “front-running,” or other potentially abusive practices to the detriment of Ashton Thomas’ clients. Item 12 Brokerage Practices A. In the event that the client requests that Ashton Thomas recommend a broker-dealer/custodian for execution and/or custodial services (exclusive of those clients that may direct Ashton Thomas to use a specific broker-dealer/custodian), Ashton Thomas generally recommends that investment management accounts be maintained at Fidelity, Schwab, Pershing, and/or Goldman. Prior to engaging Ashton Thomas to provide investment management services, the client will be required to enter into a formal Investment Advisory Agreement with Ashton Thomas setting forth the terms and conditions under which Ashton Thomas shall manage the client's assets, and a separate custodial/clearing agreement with each designated broker-dealer/custodian. Factors that Ashton Thomas considers in recommending Fidelity, Schwab, Pershing, and/or Goldman (or any other broker-dealer/custodian to clients) include historical relationship with Ashton Thomas, financial strength, reputation, execution capabilities, pricing, research, and service. Although the commissions and/or transaction fees paid by Ashton Thomas’ clients shall comply with Ashton Thomas’ duty to obtain best execution, a client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where Ashton Thomas determines, in good faith, that the commission/transaction fee is reasonable. 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 Ashton Thomas will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. The brokerage commissions or transaction fees charged by the designated broker-dealer/custodian are exclusive of, and in addition to, Ashton Thomas’ investment management fee. Ashton Thomas’ best execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. 1. Research and Additional Benefits. Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker- dealer/custodian, Ashton Thomas may receive from Fidelity, Schwab, Pershing, and/or Goldman (or another broker-dealer/custodian) without cost (and/or at a discount) support services and/or products, certain of which assist Ashton Thomas to better monitor and service client accounts maintained at such institutions. Included within the support services that may be obtained by Ashton Thomas may be investment-related research, pricing information and market data, software and other technology that provide access to client account data, compliance and/or practice management- related publications, discounted or gratis consulting services, discounted and/or gratis attendance at conferences, meetings, and other educational and/or social events, marketing support, computer hardware and/or software and/or other products used by Ashton Thomas in furtherance of its investment advisory business operations. As indicated above, certain of the support services and/or products that may be received may assist Ashton Thomas in managing and administering client accounts. Others do not directly provide such assistance but rather assist Ashton Thomas to manage and further develop its business enterprise. Ashton Thomas’ clients do not pay more for investment transactions effected and/or assets maintained at Fidelity, Schwab, Pershing, and/or Goldman as a result of this arrangement. There is no corresponding commitment made by Ashton Thomas to Fidelity, Schwab, Pershing, 28  and/or Goldman or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding perceived conflict of interest such arrangement may create. 2. Ashton Thomas does not receive referrals from broker-dealers. 3. Ashton Thomas does not generally accept directed brokerage arrangements (when a client requires that account transactions be affected through a specific broker-dealer). In such client directed arrangements the client will negotiate terms and arrangements for their account with that broker-dealer, and Ashton Thomas will not seek better execution services or prices from other broker-dealers or be able to “batch” the client’s transactions for execution through other broker- dealers with orders for other accounts managed by Ashton Thomas. As a result, client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Please Note: In the event that the client directs Ashton Thomas to effect securities transactions for the client’s accounts through a specific broker-dealer, the client correspondingly acknowledges that such direction may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that may be available through Ashton Thomas. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above arrangement. B. To the extent that Ashton Thomas provides investment management services to its clients, the transactions for each client account generally will be affected independently, unless Ashton Thomas decides to purchase or sell the same securities for several clients at approximately the same time. Ashton Thomas may (but is not obligated to) combine or “bunch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among Ashton Thomas’ client’s differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among clients in proportion to the purchase and sale orders placed for each client account on any given day. Ashton Thomas shall not receive any additional compensation or remuneration as a result of such aggregation. Item 13 Review of Accounts A. For those clients to whom Ashton Thomas provides investment supervisory services, account reviews are conducted on an ongoing basis by Ashton Thomas’ Director of Investments and Trading or a Senior Wealth Advisor. All investment supervisory clients are advised that it remains their responsibility to advise Ashton Thomas of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review financial planning issues (to the extent applicable), investment objectives, and account performance with Ashton Thomas on an annual basis. B. Ashton Thomas may conduct account reviews on an other-than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections, and client request. 29  C. Clients are provided, at least quarterly, with written transaction confirmation notices and/or regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. Ashton Thomas may also provide a written periodic report summarizing account activity and performance. We urge our clients to compare the statements they receive from us with those received from the custodian. Item 14 Client Referrals and Other Compensation A. As referenced in Item 12.A.1 above, Ashton Thomas may receive an indirect economic benefit from Fidelity, Schwab, Pershing, and/or Goldman. Ashton Thomas, without cost (and/or at a discount), may receive support services and/or products from Fidelity, Schwab, Pershing, and/or Goldman. Ashton Thomas’ clients do not pay more for investment transactions effected and/or assets maintained at Fidelity, Schwab, Pershing, and/or Goldman as a result of this arrangement. There is no corresponding commitment made by Ashton Thomas to Fidelity, Schwab, Pershing, and/or Goldman or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. Although not a material consideration when determining whether to recommend that a client purchase a specific investment product, Ashton Thomas may receive from a particular investment product sponsor (i.e., a mutual fund company, variable investment product sponsor, etc.) financial support that may assist the Ashton Thomas with client marketing events. Financial support received from a sponsor to conduct a specific marketing event could exceed the total cost of the specific event. However, there is no corresponding commitment made by Ashton Thomas, to any such product sponsor that its financial support will result in a certain level of sales production of their products to Ashton Thomas’ clients. The receipt of financial support that may be received by Ashton Thomas is in addition to the commission compensation received by certain of Ashton Thomas’ representatives when selling an investment product, in their individual capacities as registered representatives. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding perceived conflict of interest any such arrangement may create. B. If a client is introduced to Ashton Thomas by either an unaffiliated or an affiliated promoter, Ashton Thomas may pay that promoter a referral fee in accordance with the requirements of Rule 206(4)- 1 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. Any such referral fee shall be paid solely from Ashton Thomas’ investment advisory fee and shall not result in any additional charge to the client. If the client is introduced to Ashton Thomas by an unaffiliated promoter, the promoter, at the time of the solicitation, shall disclose the nature of their relationship, and shall provide each prospective client with a copy of Ashton Thomas’ written Brochure with a copy of the written disclosure statement from the promoter to the client disclosing the terms of the promoter arrangement between Ashton Thomas and the promoter, including the compensation to be received by the promoter from Ashton Thomas. C. As part of the recruitment process, Ashton Thomas may offer compensation to Investment Adviser Representatives who join Ashton Thomas from other firms. This compensation package may include financial incentives designed to encourage the IAR to transition existing clients’ relationships from their former firm to Ashton Thomas. These incentives may be in the form of signing bonuses, transition bonuses, forgivable loans, profit sharing agreements, or other forms of compensation. Ashton Thomas is committed to ensuring that any transition of clients is conducted in a manner that is consistent with the best interests of the clients and in compliance with applicable regulatory requirements. Clients are under no obligation to transfer their accounts to Ashton Thomas or to follow 30  the advisor to the Firm. Clients should carefully consider their options before making any decisions related to the transition of their accounts. D. As part of Ashton Thomas’ Branch Leader Compensation Plan, Investment Adviser Representatives who join the Firm receive, and may continue to receive, additional compensation based on the performance of their office, including when clients enter into an advisory or investment management agreement with Ashton Thomas. These performance-based incentives are designed to encourage growth and success of the Branch Leader’s office. The compensation is intended to reward Branch Leaders or contributing to the overall success of the Firm by attracting and maintaining client relationships and may be linked to metrics such as new client acquisition, asset growth, and the establishment of advisory or investment management agreements. E. Under the Interest Purchase Agreement dated August 4, 2023, Wealthvision, LLC and Hana Holdings, LLC (the “Continuing Founders”) will receive additional cash consideration from Arax in connection with the sale of Ashton Thomas Private Wealth if certain revenue targets are met or exceeded (the “Earn Out”). The Earn Out is intended to compensate the Continuing Founders for their ongoing efforts in maintaining and building the business, including through strengthening client relationships and is not expected to alter the Ashton Thomas Private Wealth’s or the Continuing Founders’ standing practices with respect to the delivery of advisory services to clients. However, the Earn Out does create an incentive for the Continuing Founders to recommend products and services that increase revenue in order to maximize the Earn Out payment, even if such products and services might not be in the best interests of a client Item 15 Custody All client assets are held independently by unaffiliated qualified custodians. Ashton Thomas does not take physical custody of clients’ assets. Under government regulations, we are deemed to have custody of your assets in certain situations as described below. One situation occurs when you authorize the custodian to deduct our advisory fees directly from your account, even though custodian maintains actual custody of your assets. A second situation occurs if you authorize us to direct checks or money transfers from your accounts to third parties, all dependent upon the authorization given to custodian. A third situation occurs when you send checks to Ashton Thomas for deposit at the custodian, and the checks are not made payable to the custodian. In all cases, all clients are provided, at least quarterly, with written transaction confirmation notices and/or regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. Ashton Thomas may also provide a written periodic report summarizing account activity and performance. Please Note: To the extent that Ashton Thomas provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by Ashton Thomas with the account statements received from the account custodian. Please Also Note: The account custodian does not verify the accuracy of Ashton Thomas’ advisory fee calculation. Item 16 Investment Discretion The client can determine to engage Ashton Thomas to provide investment advisory services on a discretionary basis. Prior to Ashton Thomas assuming discretionary authority over a client’s account, the client shall be required to execute an Investment Advisory Agreement, naming Ashton Thomas as the client’s attorney and agent in fact, granting Ashton Thomas full authority to buy, sell, or otherwise effect investment transactions involving the assets in the client’s name found in the discretionary account. Clients who engage Ashton Thomas on a discretionary basis may, at any time, impose restrictions, 31  in writing, on Ashton Thomas’ discretionary authority. (i.e. limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe Ashton Thomas’ use of margin, etc.). Item 17 Voting Client Securities A. Ashton Thomas votes proxies on behalf of clients when instructed to do so. Upon indicating to their custodian that they wish to vote their own proxies, clients forgo the option to have their proxies voted by Ashton Thomas. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. B. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact Ashton Thomas to discuss any questions they may have with a particular solicitation. Item 18 Financial Information A. Ashton Thomas does not solicit fees of more than $1,200, per client, six months or more in advance. B. Ashton Thomas is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. C. Ashton Thomas has not been the subject of a bankruptcy petition. ANY QUESTIONS: Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 32 

Item 1 Cover Page Ashton Thomas Private Wealth, LLC SEC File Number: 801 – 71512 ADV Part 2A, Appendix 1 Wrap Fee Program Brochure Dated: March 31, 2025 8605 East Raintree Drive, Suite 280 Scottsdale, AZ 85260 (602)732-4745 https://ashtonthomaspw.com This Brochure provides information about the qualifications and business practices of Ashton Thomas Private Wealth, LLC (“Ashton Thomas”). If you have any questions about the contents of this Brochure, please contact us at (602) 732-4745. 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 Ashton Thomas also is available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Ashton Thomas as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training. 1  Item 2 Material Changes Since Ashton Thomas Private Wealth’s previous annual amendment filing on July 17, 2024, the have been several material changes. Ashton Thomas Private Wealth has expanded its advisory business to include Family Office Services, as disclosed in Item 5 below. Ashton Thomas Private Wealth has updated its fee disclosures to include clarifying language on how we work with third party platforms and program managers as disclosed in Item 5 below. Ashton Thomas Private Wealth has updated its conflicts of interest language, in Section 10 regarding Other Financial Industry Activities and affiliation to include clarification language to disclose registered representatives of unaffiliated broker-dealers and other potential conflicts as disclosed in Item 10 below. Ashton Thomas Private Wealth has a new CCO, Cynthia Schlanger. 2  Table of Contents Item 3 Item 1 Cover Page ....................................................................................................................................... 1 Item 2 Material Changes ............................................................................................................................. 2 Item 3 Table of Contents ............................................................................................................................. 3 Item 4 Services, Fees and Compensation .................................................................................................... 4 Item 5 Account Requirements and Types of Clients ................................................................................... 9 Item 6 Portfolio Manager Selection and Evaluation ................................................................................. 10 Item 7 Client Information Provided to Portfolio Managers ...................................................................... 13 Item 8 Client Contact with Portfolio Managers ........................................................................................ 13 Item 9 Additional Information .................................................................................................................. 13 3  Item 4 Services, Fees and Compensation ASHTON THOMAS WRAP PROGRAM Ashton Thomas provides investment management services on a wrap fee basis in accordance with Ashton Thomas’ investment management wrap fee program (the “Wrap Program”). The services offered under, and the corresponding terms and conditions pertaining to, the Wrap Program are discussed in the Wrap Fee Program Brochure a copy of which is presented to all prospective Wrap Program participants. Under the Wrap Program, Ashton Thomas is able to offer participants discretionary investment management services, for a specified annual Wrap Program fee, inclusive of trade execution, custody and reporting fees. All prospective Wrap Program participants should read both Ashton Thomas’ Brochure and the Wrap Fee Program Brochure, and ask any corresponding questions that they may have, prior to participation in the Wrap Program. Clients may select either Fidelity Investments (“Fidelity”), Charles Schwab & Co., Inc. (“Schwab”), Pershing Advisor Solutions, LLC (“Pershing”), Goldman Sachs & Co. LLC (“Goldman”) and other qualified custodians as approved by Ashton Thomas to serve as the custodian for their Wrap Program accounts. Please Note: Clients who select Fidelity, Schwab, Pershing, and/or Goldman as their custodian for their Wrap Program account shall not be responsible for commission expenses but shall be responsible for transaction costs. Ashton Thomas’ annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of Ashton Thomas), Ashton Thomas may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. Please Note: As indicated in the Wrap Fee Program Brochure, participation in the Wrap Program may cost more or less than purchasing such services separately. As also indicated in the Wrap Fee Program Brochure, the Wrap Program fee charged by Ashton Thomas for participation in the Wrap Program may be higher or lower than those charged by other sponsors of comparable wrap fee programs. Because Wrap Program transaction fees and/or commissions are being paid by Ashton Thomas to the account custodian/broker-dealer, Ashton Thomas has an economic incentive to minimize the number of trades in the client’s account. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the corresponding conflict of interest a wrap fee arrangement may create. Please Note: Ashton Thomas may determine to utilize Independent Manager(s) in conjunction with its Wrap Program. The fees for such managers and their services are in addition to the fees described above, however, the total advisory fee for an account utilizing these managers shall not exceed 2.99% per annum. 4  Fee Calculation: The fee charged is calculated as described above and is not charged on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of an advisory client, pursuant to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (hereinafter the “Act”). Fee Payment: Clients will be charged in advance, or in arrears as specified in the Investment Advisory Agreement at the beginning of each calendar quarter based upon the value (market value or fair market value in the absence of market value, plus any credit balance or minus any debit balance), of the client's account at the end of the previous quarter, with prorated adjustments made for inflows and outflows in excess of $10,000.00. Fees are prorated for accounts opened during the quarter. An additional fee for the current quarter will be assessed if assets are deposited after the beginning of the quarter, prorated based on the number of calendar days remaining in the quarter during which the service will be in effect. No portion of the fee will be credited to the client for the current calendar quarter should any withdrawals from the portfolio occur in the same calendar quarter. Termination of Advisory Relationship: A client agreement may be canceled at any time, by either party, for any reason upon receipt of prior written notice. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable. Please Note: Investment Performance: As a condition to participating in the Program, the participant must accept that past performance may not be indicative of future results, and understand that the future performance of any specific investment or investment strategy (including the investments and/or investment strategies purchased and/or undertaken by Ashton Thomas) may not: (1) achieve their intended objective; (2) be profitable; or, (3) equal historical performance level(s) or any other performance level(s). MISCELLANEOUS Non-Investment Consulting/Implementation Services. Clients may request consulting services regarding non-investment related matters from Ashton Thomas, such as estate planning, tax planning, insurance, etc. If engaged to provide such services, neither Ashton Thomas, nor any of its representatives, serves as an attorney or accountant and no portion of Ashton Thomas’ services should be construed as same. Ashton Thomas may recommend the services of other professionals for certain non-investment implementation purposes (i.e. attorneys, accountants, insurance, etc.), including representatives of Ashton Thomas in their separate registered/licensed capacities as discussed. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Ashton Thomas. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. Please Also Note: Each client is advised that it remains the client’s responsibility to promptly notify Ashton Thomas if there is ever any change in client’s financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. 5  Alternative Investments. Ashton Thomas may provide investment advice regarding unaffiliated alternative investments. Ashton Thomas’ role relative to the alternative investments shall be limited to its initial and ongoing due diligence and investment monitoring. If a client determines to become an alternative investment investor, the amount of assets invested may be included as part of “assets under management” for purposes of Ashton Thomas calculating its investment advisory fee. Conflicts of Interest: If requested, the client can engage certain of Ashton Thomas’ representatives, in their individual capacities as broker-dealer registered representatives to implement investments on a commission basis in alternative investments. Ashton Thomas is not a broker-dealer, and any such engagement would be outside the client’s relationship with Ashton Thomas and at the volition of the client. To address these material conflicts of interest: 1. Ashton Thomas does not recommend that clients allocate investment assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 2. Ashton Thomas does not have, nor will it exercise, any discretionary authority to place any client assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 3. Ashton Thomas reminds its clients in Form ADV where appropriate, and before they consider allocating investment assets that they are under absolutely no obligation to consider or make an investment in alternative investments; 4. Before a client allocates investment assets in any alternative investment in which Ashton Thomas and/or its related persons also have a financial interest, clients are required to sign an alternative investment acknowledgment form, which identifies the particular alternative investment and/or alternative investment company at issue and the conflicts associated with the sale of that particular investment; and 5. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above material conflicts of interest. Please Note: The above 1-5 apply to Ashton Thomas in its capacity as a registered investment adviser. It does not exclude its representatives from offering such alternative investments in their separate individual capacities as registered representatives. Regardless, such offer presents a material conflict of interest. Please Note: Alternative investments generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each alternative investment’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may maintain, alternative investments do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the alternative investment and acknowledges and accepts the various risk factors that are associated with such an investment. Please Also Note: Valuation. The value(s) for all alternative investments owned by the client shall reflect the most recent valuation provided by the investment sponsor or custodian. If no 6  subsequent valuation post purchase is provided by the investment sponsor or custodian, then the valuation shall reflect initial purchase price. If the valuation reflects the initial purchase price (and/or a value as of a previous date), then the current value(s) (to the extent ascertainable) could be significantly more or less than original purchase price. If, in the rare instance that Ashton Thomas believes that it should undertake an analysis of the value provided, Ashton Thomas will base such analysis on its knowledge of the security and current market conditions, and, to the extent available/applicable, compare the value to similarly situated publicly traded companies. If Ashton Thomas receives information, it deems material to the value of the alternative investment, it shall take reasonable measures to confirm such information with the investment sponsor and contact the client to communicate such information. Retirement Rollovers-No Obligation/Conflict of Interest: A client or prospective client is under no obligation to engage Ashton Thomas as the investment adviser for his/her employer sponsored retirement account. Rather, a client can continue to self-direct his/her retirement account at his/her employer. If the client determines that he/she would like Ashton Thomas’ assistance, Ashton Thomas shall charge a separate and additional advisory fee for its ongoing advisory services. The client will not incur this separate and additional advisory fee if he/she determines to continue to self-direct his/her account. As a result, any recommendation by Ashton Thomas that a client engage Ashton Thomas to manage his/her retirement account presents a conflict of interest since Ashton Thomas shall derive an economic benefit from such engagement. Again, a client is under no obligation to engage Ashton Thomas as the investment adviser for his/her retirement account. In providing advice to a client with regard to the client’s employer retirement account, Ashton Thomas is not advising the employer’s plan and is not acting as a fiduciary to the employer’s plan under ERISA. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client may have regarding its prospective engagement and the corresponding conflict of interest presented by such engagement. Use of Mutual Funds: Most mutual funds are available directly to the public. Thus, a prospective client can obtain many of the mutual funds that may be recommended and/or utilized by Ashton Thomas independent of engaging Ashton Thomas as an investment advisor. However, if a prospective client determines to do so, he/she will not receive Ashton Thomas’ initial and ongoing investment advisory services. Inverse/Enhanced Market Strategies. Ashton Thomas may utilize long and short mutual funds and/or exchange traded funds that are designed to perform in either an: (1) inverse relationship to certain market indices (at a rate of 1 or more times the inverse [opposite] result of the corresponding index) as an investment strategy and/or for the purpose of hedging against downside market risk; and (2) enhanced relationship to certain market indices (at a rate of 1 or more times the actual result of the corresponding index) as an investment strategy and/or for the purpose of increasing gains in an advancing market. There can be no assurance that any such strategy will prove profitable or successful. In light of these enhanced risks/rewards, a client may direct Ashton Thomas, in writing, not to employ any or all such strategies for his/her/their/its accounts. Structured Notes. Ashton Thomas may purchase Structured Notes for client accounts. A Structured Note is a financial instrument that combines two elements, a debt security and exposure to an underlying asset or assets. It is essentially a note, carrying counter party risk of the issuer. However, the return on the note is linked to the return of an underlying asset or assets (such as the S&P 500 Index or commodities). It is this latter feature that makes structured products unique, as the payout can be used to provide some degree of principal protection, leveraged returns (but usually with some cap on the maximum return), and be tailored to a 7  specific market or economic view. Structured Notes will generally be subject to liquidity constraints, such that the sale thereof before maturity will be limited, and any sale before the maturity date could result in a substantial loss. There can be no assurance that the Structured Notes investment will be profitable, equal any historical performance level(s), or prove successful. If the issuer of the Structured Note defaults, the entire value of the investment could be lost Bitcoin, Cryptocurrency, and Digital Assets: For clients who want exposure to cryptocurrencies, including Bitcoin, Ashton Thomas will consider investment in corresponding exchange traded securities, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Cryptocurrencies are digital assets that can be used to buy goods and services and use an online ledger with strong cryptography (i.e., a method of protecting information and communications through the use of codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated, and their price is determined by the supply and demand of their market. Cryptocurrency is currently considered to be a speculative investment. The speculative nature of cryptocurrencies notwithstanding, the Ashton Thomas may (but is not obligated to) utilize crypto exposure in one or more of its asset allocation strategies for diversification purposes. Please Note: Investment in cryptocurrencies is subject to the potential for liquidity constraints, extreme price volatility and complete loss of principal. Notice to Opt Out: Clients can notify the Ashton Thomas in writing, to exclude cryptocurrency exposure from their accounts. Absent the Ashton Thomas’ receipt of such written notice from the client, the Ashton Thomas may (but is not obligated to) utilize cryptocurrency as part of its asset allocation strategies for client accounts. Independent Managers. Ashton Thomas may allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager[s] shall have day-to-day responsibility for the active discretionary management of the allocated assets. Ashton Thomas shall continue to render investment advisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which Ashton Thomas shall consider in recommending Independent Manager[s] include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. Certain Independent Manager[s] may offer their services as a Unified Managed Account (UMA) platform or as a Separately Managed Account (SMA) platform, or both. Within an UMA platform environment, the Independent Manager makes available a menu of investment models and strategies maintained by Third-Party Money Managers (TPMMs). The TPMMs maintain model portfolios and provide allocation and trade instructions/signals to the Independent Manager of the UMA platform. The Independent Manager then implements the allocation or trade instruction/signal within the client’s UMA platform accounts for those clients subscribed to such TPMM’s model portfolios. At no time does a TPMM on the UMA platform have any advisory relationship with the client or have control or discretion of client assets. Trade discretion lies with the Independent Manager, whose authority is derived from the advisory agreement in place between the client and Ashton Thomas. In addition, the Independent Manager has the authority to substitute any security recommended by TPMM for a security which the 8  Independent Manager has determined is more suitable for the model and/or the individual client account. Within an SMA platform environment, the Independent Manager makes available a menu of Portfolio Managers offered through separate accounts and managed by the Portfolio Manager. Portfolio Managers do have authority and discretion of the assets in the separately managed accounts and effect trades in such accounts in accordance with the intended objectives of their stated investment strategy. Trade discretion lies with the Portfolio Manager, whose authority is derived from the advisory agreement in place between the client and Ashton Thomas. The Independent Manager[s] may offer a platform which includes both UMA and SMA services. Independent Manager[s] may provide other back-office and administrative services for Ashton Thomas. Independent Manager[s] firm disclosure brochure will be made available to you, at no charge, upon request. You may opt for Ashton Thomas to receive any Independent Manager[s] firm disclosure brochure on your behalf, if you so choose. Client Obligations. In performing its services, Ashton Thomas shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify Ashton Thomas if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. Ashton Thomas shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, Ashton Thomas shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on Ashton Thomas’ services, including reasonable restrictions the client wishes to apply to the securities or types of securities to be bought, sold, or held in their account or other reasonable investment restrictions pertaining to the management of their account. As stated above, if the client determines to engage Ashton Thomas on a non-wrap fee basis the client will select individual services on an unbundled basis, paying for each service separately (i.e., investment advisory, trade execution, custody). If a client determines to engage Ashton Thomas on a wrap fee basis the client will pay a single fee for bundled services (i.e., investment advisory, brokerage, custody) (See Item 4.B). The services included in a wrap fee agreement will depend upon each client’s particular need. Please Note: When managing a client’s account on a wrap fee basis, Ashton Thomas, after its payment of all other costs included in the wrap fee (transaction fees, custodial charges, etc.), shall retain the balance of the wrap fee as compensation for its services. Accordingly, Ashton Thomas has a conflict of interest because it has an economic incentive to minimize the number of transactions/total costs in the client’s account in order to maximize its compensation. Amount of Assets under Management As of December 31, 2024, Ashton Thomas had $4,046,646,724 in assets under management on a discretionary basis and $4,687,016 in assets under management on a non-discretionary basis. Item 5 Account Requirements and Types of Clients Ashton Thomas’ clients shall generally include individuals, business entities, trusts, estates, pension 9  and profit-sharing plans, and charitable organizations. Item 6 Portfolio Manager Selection and Evaluation investment objectives. Factors which Ashton Thomas shall consider A. Ashton Thomas may allocate a portion of a client’s Program assets among unaffiliated independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager[s] shall have day-to-day responsibility for the active discretionary management of the allocated Program assets. Ashton Thomas shall continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client in recommending Independent Manager[s] include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. B. Ashton Thomas acts as the portfolio manager for the Program. In as much as the execution costs for transactions effected in the client account will be paid by Ashton Thomas, a potential conflict of interest arises in that Ashton Thomas may have a disincentive to trade securities in the client account. In addition, the amount of compensation received by Ashton Thomas as a result of the client’s participation in the Program may be more than what Ashton Thomas would receive if the client paid separately for investment advice, brokerage and other services. As the Program sponsor, Ashton Thomas shall be responsible for the primary management of the Program, including the selection and termination of all Independent Manager[s]. Once selected, Independent Manager[s] shall be responsible for day-to-day management and selection of securities for the account. C. As discussed below, Ashton Thomas also offers to its client’s discretionary investment advisory services, and, to the extent specifically requested by a client, financial planning and related consulting services. ADVISORY BUSINESS SERVICES FINANCIAL PLANNING AND CONSULTING SERVICES To the extent requested by a client, Ashton Thomas may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone fee basis. Ashton Thomas’ planning and consulting fees are negotiable, but generally range from $150 to $1,000 on an hourly rate basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Prior to engaging Ashton Thomas to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with Ashton Thomas setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Ashton Thomas commencing services. If requested by the client, Ashton Thomas may recommend the services of other professionals for implementation purposes, including certain of Ashton Thomas’ representatives in their individual capacities as registered representatives of a broker-dealer and/or licensed insurance agents. (See disclosure below). The client is under no obligation to engage the services of any such recommended professional. The 10  client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Ashton Thomas. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional and not Ashton Thomas. Clients are also reminded that they have certain rights under state and federal laws, and nothing contained above shall be deemed a waiver of those rights. Please Also Note: It remains the client’s responsibility to promptly notify Ashton Thomas if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. to providing investment advisory services, an Ashton Thomas shall provide investment advisory services specific to the needs of each investment adviser client. Prior representative will ascertain each client’s investment objective(s). Thereafter, Ashton Thomas shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at anytime, impose reasonable restrictions, in writing, on Ashton Thomas’ services. PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT Neither Ashton Thomas nor any supervised person of Ashton Thomas accepts performance-based fees. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Ashton Thomas may utilize the following methods of security analysis: • Charting - (analysis performed using patterns to identify current trends and trend reversals to forecast the direction of prices) • Fundamental - (analysis performed on historical and present data, with the goal of making financial forecasts) • Technical – (analysis performed on historical and present data, focusing on price and trade volume, to forecast the direction of prices) • Cyclical – (analysis performed on historical relationships between price and market trends, to forecast the direction of prices) Ashton Thomas may utilize the following investment strategies when implementing investment advice given to clients: • Long Term Purchases (securities held at least a year) • Short Term Purchases (securities sold within a year) • Trading (securities sold within thirty (30) days) • Options (contract for the purchase or sale of a security at a predetermined price during a specific period of time) Please Note: Investment Risk. Investing in securities involves risk of loss that clients should be prepared to bear. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Ashton Thomas) will be profitable or equal any specific performance level(s). Ashton Thomas’ methods of analysis and investment strategies do not present any 11  significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis Ashton Thomas must have access to current/new market information. Ashton Thomas has no control over the dissemination rate of market information; therefore, unbeknownst to Ashton Thomas, certain analyses may be compiled with outdated market information, severely limiting the value of Ashton Thomas’ analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. Ashton Thomas’ primary investment strategies - Long Term Purchases, Short Term Purchases, and Trading - are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer-term investment strategy. Trading, an investment strategy that requires the purchase and sale of securities within a thirty (30) day investment time period, involves a very short investment time period but will incur higher transaction costs when compared to a short-term investment strategy and substantially higher transaction costs than a longer-term investment strategy. The use of options transactions as an investment strategy involves a high level of inherent risk. Option transactions establish a contract between two parties concerning the buying or selling of an asset at a predetermined price during a specific period of time. During the term of the option contract, the buyer of the option gains the right to demand fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security depending upon the nature of the option contract. Generally, the purchase or the recommendation to purchase an option contract by Ashton Thomas shall be with the intent of offsetting/”hedging” a potential market risk in a client’s portfolio. Please Note: Although the intent of the options-related transactions that may be implemented by Ashton Thomas is to hedge against principal risk, certain of the options-related strategies (i.e. straddles, short positions, etc.), may, in and of themselves, produce principal volatility and/or risk. Thus, a client must be willing to accept these enhanced volatility and principal risks associated with such strategies. In light of these enhanced risks, client may direct Ashton Thomas, in writing, not to employ any or all such strategies for his/her/their/its accounts. Currently, Ashton Thomas primarily allocates client investment assets among various mutual funds and/or exchange traded funds and Independent Manager[s], on a discretionary basis in accordance with the client’s designated investment objective(s). (See Independent Manager[s] above). VOTING CLIENT SECURITIES Ashton Thomas votes proxies on behalf of clients when instructed to do so. Upon indicating to their custodian that they wish to vote their own proxies, clients forgo the option to have their proxies voted by Ashton Thomas. Clients maintain exclusive responsibility for (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings, or other type 12  events pertaining to the client’s investment assets. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact Ashton Thomas to discuss any questions they may have with a particular solicitation. Item 7 Client Information Provided to Portfolio Managers Ashton Thomas shall be the Program’s portfolio manager. Ashton Thomas shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will discuss with each client, their particular investment objective(s). Ashton Thomas shall allocate each client’s investment assets consistent with their designated investment objective(s). Clients may, at any time, impose restrictions, in writing, on Ashton Thomas’ services. As indicated above, each client is advised that it remains his/her/its responsibility to promptly notify Ashton Thomas if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. To the extent the Program utilizes Independent Manager[s], Ashton Thomas shall provide the Independent Manager[s] with each client’s particular investment objective(s). Any changes in the client’s financial situation or investment objectives reported by the client to Ashton Thomas shall be communicated to the Independent Manager[s] within a reasonable period of time. Item 8 Client Contact with Portfolio Managers The client shall have, without restriction, reasonable access to the Program’s portfolio manager. Item 9 Additional Information A. On August 9, 2024, Ashton Thomas was subject to disciplinary action by the Securities and Exchange Commission (“SEC) related to untimely filing of the 13(f) report as mandated by the Exchange Act and Rule 13f-1. The disciplinary action was based on the allegation that Ashton Thomas violated rule 13f-1. As a result, Ashton Thomas was ordered to pay $375,000 in fines to the SEC. Following the disciplinary event, Ashton Thomas implemented new procedures to ensure timely filing of future 13(f) reports. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS B. Neither Ashton Thomas, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. C. Registered Representatives of unaffiliated broker-dealers. As disclosed above in Item 5.E, certain of Ashton Thomas’ representatives are also registered representatives of unaffiliated broker- 13  dealers. Clients may choose to engage certain of Ashton Thomas’ representatives, in their individual capacities as registered representatives of such broker-dealers, to effect securities brokerage transactions on a common basis. D. Licensed Insurance Agents. Certain of Ashton Thomas’ representatives, in their individual capacities, are licensed insurance agents, and may recommend the purchase of certain insurance- related products on a commission basis. Clients may choose to engage these representatives, in their individual capacities as insurance agents, to purchase insurance products on a commission basis. E. Conflict of Interest: the recommendation by Ashton Thomas’ representatives that a client purchase a securities or insurance commission product presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend investment products based on commissions to be received, rather than on a particular client’s need. Ashton Thomas’ representatives receive commissions based on their recommendations of these products. Additionally, Ashton Thomas Insurance Agency receives compensation from investment advisers for insurance products that it recommends or selects for its clients. Ashton Thomas Private Wealth does not receive, directly or indirectly, compensation from investment advisors for insurance products that it recommends or selects for its clients. Clients are under no obligation to purchase any commissionable products from Ashton Thomas’ representatives. Clients are reminded that they may purchase insurance products or securities recommended by Ashton Thomas through other non-affiliated broker-dealers or insurance agents. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have. F. Other Affiliations: Ashton Thomas Tax Advisory, a DBA of Ashton Thomas Insurance Agency Associated Persons of Ashton Thomas Private Wealth will recommend Ashton Thomas Tax Advisory to their Clients and conversely, Ashton Thomas Tax Advisory may recommend Ashton Thomas Private Wealth to clients for investment advisory services. Clients should be aware that a conflict of interest is inherent in such an arrangement. However, Clients of one firm are not required to use the services of any affiliated firm. Affiliation with Ashton Thomas Securities: Ashton Thomas Private Wealth ("ATPW") has recently entered into an affiliation agreement with Ashton Thomas Securities ("ATS"), a registered broker-dealer. ATPW and ATS share common ownership and management. Certain investment adviser representatives ("IARs") of ATPW are also registered representatives of ATS and thus are dually registered. Clients are under no obligation to use the investment advisory services of Ashton Thomas Securities, LLC. Dual Registration of Investment Adviser Representatives: requirements governing Certain IARs of ATPW are also registered representatives of ATS. As dually registered representatives, these individuals may offer both investment advisory services through ATPW and brokerage services through ATS to their clients. The dually registered IARs adhere to all regulatory including disclosures, suitability their activities, determinations, and conflicts of interest management. Affiliation with Ashton Thomas Advisors, LLC: Ashton Thomas Private Wealth ("ATPW") has recently entered into an affiliation agreement 14  with Ashton Thomas Advisors, LLC ("ATA"), an SEC Registered Investment Adviser. ATPW and ATA share common ownership and management. Certain investment adviser representatives ("IARs") of ATPW are also registered investment representatives of ATA and thus are dually registered. Clients are under no obligation to use the investment advisory services of Ashton Thomas Advisors, LLC. Affiliation with Amplify Financial, LLC: Ashton Thomas Private Wealth ("ATPW") has recently entered into an affiliation agreement with Amplify Financial, LLC ("Amplify"), an SEC Registered Investment Adviser. ATPW and Amplify share common ownership and management. Certain investment adviser representatives ("IARs") of ATPW are also registered investment representatives of Amplify and thus are dually registered. Clients are under no obligation to use the investment advisory services of Amplify Financial, LLC. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Ashton Thomas maintains an investment policy relative to its investment adviser representative’s personal securities transactions. This investment policy is part of Ashton Thomas’ overall Code of Ethics, which serves to establish a standard of business conduct for all of Ashton Thomas’ representatives that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, Ashton Thomas also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by Ashton Thomas or any person associated with Ashton Thomas. Except as stated immediately below, neither Ashton Thomas nor any related person of Ashton Thomas recommends, buys, or sells for client accounts, securities in which Ashton Thomas or any related person of Ashton Thomas has a material financial interest: Conflicts of Interest – Alternative Investments. If requested, the client can engage certain of Ashton Thomas’ representatives, in their individual capacities as registered representatives of unaffiliated broker-dealers, to implement investments on a commission basis in alternative investments. Certain of Ashton Thomas’ related persons have financial interests and/or warrants to purchase additional interests in the same alternative investments. The recommendation by Ashton Thomas’ related persons that clients purchase interests in alternative investments on a commission basis presents a material conflict of interest. Specifically, when the representative has a personal interest in the offering, the Ashton Thomas’ related persons may have the incentive to recommend that a client make such an investment based upon the overall success of the alternative investment in which Ashton Thomas’ related persons have a personal interest, as opposed to a particular client’s need. To address these material conflicts of interest: 1. Ashton Thomas does not recommend that clients allocate investment assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 15  2. Ashton Thomas does not have, nor will it exercise, any discretionary authority to place any client assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 3. Ashton Thomas reminds its clients in Form ADV where appropriate, and before they consider allocating investment assets that they are under absolutely no obligation to consider or make an investment in alternative investments; 4. Before a client allocates investment assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest, clients are required to sign an alternative investment acknowledgment form, which identifies the particular alternative investment at issue and the conflicts associated with the sale of that particular alternative investment; and 5. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above material conflicts of interest. Please Note: The above 1-5 apply to Ashton Thomas in its capacity as a registered investment adviser. It does not exclude its representatives from offering such alternative investments in their separate individual capacities as registered representatives. Regardless, such offer presents a material conflict of interest. Ashton Thomas and/or representatives of Ashton Thomas may buy or sell securities that are also recommended to clients, which purchases may be made in the separate capacity as a registered representative of a broker-dealer. In fact, as stated above, Ashton Thomas’ related persons have financial interests in some of the alternative investments that they recommend on a commission in their separate capacities as registered representatives. This practice may create a situation where Ashton Thomas and/or representatives of Ashton Thomas are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a material conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if Ashton Thomas did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of Ashton Thomas’ clients) and other potentially abusive practices. To address this material conflict of interest, Ashton Thomas has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of Ashton Thomas’ “Access Persons.” Ashton Thomas’ securities transaction policy requires that an Access Person of Ashton Thomas must provide the firm with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the firm with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date Ashton Thomas selects; provided, however that at any time that Ashton Thomas has only one Access Person, he or she shall not be required to submit any securities report described above. Further, all Access Persons must submit to a pre-clearance review before investing in any alternative investments that are also recommended by Ashton Thomas’ related persons in their separate capacities as registered representatives of a broker-dealer. Finally, an Access Person is also required to obtain the pre-approval from the firm before engaging in any outside business activities that may be required for the Access Person to acquire an interest in an alternative investment or alternative investment company. Ashton Thomas’ personal securities transaction policy 16  dictates that any proposed transaction will not be pre-approved by the firm if it would constitute or result in “scalping,” “front-running,” or other potentially abusive practices to the detriment of Ashton Thomas’ clients. Ashton Thomas and/or representatives of Ashton Thomas (in the capacity as an investment advisor representative of Ashton Thomas or in a separate and individual capacity as a registered representative of a broker-dealer) may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where Ashton Thomas and/or representatives of Ashton Thomas are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated above in Item 11.C., Ashton Thomas has a personal securities transaction policy, which prohibits any potential trades that would constitute or result in “scalping,” “front-running,” or other potentially abusive practices to the detriment of Ashton Thomas’ clients. REVIEW OF ACCOUNTS For those clients to whom Ashton Thomas provides investment supervisory services, account reviews are conducted on an ongoing basis by Ashton Thomas’ Director of Investments and Trading or a Senior Wealth Advisor. All investment supervisory clients are advised that it remains their responsibility to advise Ashton Thomas of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review financial planning issues (to the extent applicable), investment objectives and account performance with Ashton Thomas on an annual basis. Ashton Thomas may conduct account reviews on an other-than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. Ashton Thomas may also provide a written periodic report summarizing account activity and performance. CLIENT REFERRALS AND OTHER COMPENSATION Ashton Thomas may receive an indirect economic benefit from Fidelity, Schwab, Pershing, and/or Goldman. Ashton Thomas, without cost (and/or at a discount), may receive support services and/or products from Fidelity, Schwab, Pershing, and/or Goldman. Although not a material consideration when determining whether to recommend that a client purchase a specific investment product, Ashton Thomas may receive from a particular investment product sponsor (i.e., a mutual fund company, variable investment product sponsor, etc.) financial support that may assist the Registrant with client marketing events. Financial support received from a sponsor to conduct a specific marketing event could exceed the total cost of the specific event. However, there is no corresponding commitment made by Ashton Thomas, to any such product sponsor that its financial support will result in a certain level of sales production of their products to Ashton Thomas’ clients. The receipt of financial support that may be received by Ashton Thomas is in addition to the commission compensation received by certain of Ashton Thomas’ representatives when selling an investment product, in their individual capacities as registered representatives. 17  Ashton Thomas’ clients do not pay more for investment transactions effected and/or assets maintained at Fidelity, Schwab, Pershing, and/or Goldman as a result of this arrangement. There is no corresponding commitment made by Ashton Thomas to Fidelity, Schwab, Pershing, and/or Goldman or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. Ashton Thomas may recommend/require that clients establish brokerage accounts with the Schwab Advisor Services division of Charles Schwab & Co., Inc. (Schwab), a registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. The final decision to custody assets with Schwab is at the discretion of the Advisor’s clients, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder. Ashton Thomas is independently owned and operated and not affiliated with Schwab. Schwab provides Ashton Thomas with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For Ashton Thomas client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. information technology, business succession, Schwab also makes available to Ashton Thomas other products and services that benefit Ashton Thomas but may not benefit its clients’ accounts. These benefits may include national, regional or Ashton Thomas specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of Ashton Thomas by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist Ashton Thomas in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of Ashton Thomas’ fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of Ashton Thomas’ accounts, including accounts not maintained at Schwab Advisor Services. Schwab Advisor Services also makes available to Ashton Thomas other services intended to help Ashton Thomas manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to Ashton Thomas by independent third parties. Schwab Advisor 18  Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to Ashton Thomas. While, as a fiduciary, Ashton Thomas endeavors to act in its clients’ best interests, Ashton Thomas’ recommendation/requirement that clients maintain their assets in accounts at Schwab may be based in part on the benefit to Ashton Thomas of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Neither Ashton Thomas nor any related person of Ashton Thomas directly or indirectly compensates any person for client referrals. FINANCIAL INFORMATION Ashton Thomas does not solicit fees of more than $1,200, per client, six months or more in advance. Ashton Thomas is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. Ashton Thomas has not been the subject of a bankruptcy petition. ANY QUESTIONS: Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 19