Capital Asset Management, LLC

Item 1: Cover Page FORM ADV PART 2A DISCLOSURE BROCHURE March 2026 I Office Address 1800 Glenarm Place Suite 703 Denver, CO 80202 Tel: 303-832-7770 Fax: 303-832-7774 This brochure provides information about the qualifications and business practices of Capital Asset Management, LLC. Being registered as a registered investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at 303-832-7770. 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 Capital Asset Management, LLC (IARD #284505) is available on the SEC’s website at www.adviserinfo.sec.gov  a Item 2: Material Changes This item discusses only specific material changes that are made to the Brochure since the Firm’s last annual update. It will also reference the date of the last annual update of the brochure. Since the Firm’s last update dated March 2025, the Firm has made the following material changes: • • • • • • Item 4 has been updated to remove the firm’s association with SEI Management Corp. (SIMC). Item 5 and Item 15 have been updated to reflect the firm’s practice of relying on their custodian for client fee statements and clarify fee deduction practices. Item 5 has also been updated to remove fees for services pertaining to the firm’s former relationship with SIMC as well as mutual fund strategies and ETF strategies. Item 8 has been updated to more accurately reflect the firm’s methods of analysis, investment strategies, and investment-related risks of loss. Item 12 has been updated to more accurately reflect the firm’s best execution analysis and recommendation of custodians. Item 14 has been updated to reflect the firm’s practice of not compensating anyone for client referrals. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................... 1 Item 2: Material Changes ....................................................................................................................................... 2 Item 3: Table of Contents....................................................................................................................................... 3 Item 4: Advisory Business ..................................................................................................................................... 4 Item 5: Fees and Compensation ......................................................................................................................... 6 Item 6: Performance-Based Fees and Side-by-Side Management ................................................... 9 Item 7: Types of Clients .......................................................................................................................................... 9 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ........................................... 9 Item 9: Disciplinary Information ....................................................................................................................16 Item 10: Other Financial Industry Activities and Affiliations ..........................................................16 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..........................................................................................................................................................................17 Item 12: Brokerage Practices ............................................................................................................................19 Item 13: Review of Accounts ..............................................................................................................................21 Item 14: Client Referrals and Other Compensation ..............................................................................21 Item 15: Custody ......................................................................................................................................................21 Item 16: Investment Discretion .......................................................................................................................22 Item 17: Voting Client Securities .....................................................................................................................22 Item 18: Financial Information ........................................................................................................................22 3  Item 4: Advisory Business Firm Description Capital Asset Management, LLC (“CAM”) was founded in January of 2003 and registered as an investment advisor in July of 2016. Prior to registration as an investment advisor, CAM was used as a dba for Mr. Matthew Hickey’s advisory and securities business with various firms. Matthew Hickey is the 100% owner. ASSET MANAGEMENT CAM offers discretionary direct asset management services to advisory Clients. CAM will offer Clients ongoing portfolio management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment management process will be based on the above factors. The Client will authorize CAM discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. Clients maintain the right to place certain restrictions on our discretionary authority such as prohibiting the securities of a certain issuer or a certain type. Such restrictions could include only allowing purchases of socially conscious investments. These restrictions must be provided to CAM in writing. Envestnet CAM offers discretionary direct asset management services to advisory Clients utilizing Envestnet’s wrap program described in detail in their appendix. The wrap program provides access to the portfolios on the Envestnet platform. CAM will offer Clients ongoing portfolio management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, assets allocation, portfolio monitoring and the overall investment program will be based on the above factors. The Client will authorize CAM discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. ERISA PLAN SERVICES CAM provides service to qualified retirement plans including 401(k) plans, 403(b) plans, pension and profit-sharing plans, cash balance plans, and deferred compensation plans. CAM acts as a 3(21) advisor: Limited Scope ERISA 3(21) Fiduciary. CAM may serve as a limited scope ERISA 3(21) fiduciary that can advise, help, and assist plan sponsors with their investment decisions on a non-discretionary basis. As an investment advisor CAM has a fiduciary duty to act in the best interest of the Client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using CAM can help the plan sponsor delegate liability by following a diligent process. 1. Fiduciary Services are:  Provide non-discretionary investment advice to the Client about asset classes and investment alternatives available for the Plan in accordance with the Plan’s investment policies and objectives. The Client will make the final decision regarding the initial selection, retention, removal, and addition 4  of investment options. CAM acknowledges that it is a fiduciary as defined in ERISA section 3 (21) (A) (ii).  Assist the Client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the IPS.  Provide non-discretionary investment advice to the Plan Sponsor with respect to the selection of a qualified default investment alternative for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5) and 404(a)-5.  Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options.  Meet with Client on a periodic basis to discuss the reports and the investment recommendations. 2. Non-fiduciary Services are:  Assist in the education of Plan participants about general investment information and the investment alternatives available to them under the Plan. The Client understands CAM’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of investment education (Department of Labor Labor’s definition of Interpretive Bulletin 96-1). As such, CAM is not providing fiduciary advice as defined by ERISA 3(21)(A)(ii) to the Plan participants. The advisor will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or beneficiary under the Plan.  Assist in the group enrollment meetings designed to increase retirement plan financial the employees and investment and participation among understanding by the employees. CAM may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between Advisor and Client. 3. CAM has no responsibility to provide services related to the following types of assets (“Excluded Assets”,):  Employer securities;  Real estate (except for real estate funds or publicly traded REITs);  Stock brokerage accounts or mutual fund windows;  Participant loans;  Non-publicly traded partnership interests;  Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or 5   Other hard-to-value or illiquid securities or property. Excluded Assets will not be included in the calculation of Fees paid to CAM on the ERISA Agreement. Specific services will be outlined in detail to each plan in the 408(b)2 disclosure. As of February 2026, CAM had $173,042,824 in discretionary assets under management and $35,769,413 in non-discretionary assets under management. Item 5: Fees and Compensation ASSET MANAGEMENT Fees for these services will be based on a percentage of Assets Under Management as follows: Assets Under Management Annual Fee First $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Amounts Over $5,000,000 .95% .90% .85% .80% .75% Negotiable Quarterly Fee (in advance) .238% .225% .213% .200% .188% Negotiable This is a blended fee schedule; the asset management fee is calculated by applying different rates to different portions of the portfolio. For example, a Client with $4,000,000 under management would pay $35,000 on an annual basis. First $1,000,000 x .0095 = $9,500 Next $1,000,000 x .0090= $9,000 Next $1,000,000 x .0085 = $8,500 Next $1,000,000 x .0080 = $8,000 The annual fee may be negotiable. Accounts within the same household will be combined for a reduced fee. Householding will be done on family accounts of parents and their minor children. When the child turns twenty-one years old, the householding of the respective accounts will end. Exceptions to this guideline are permissible. Fees are billed quarterly in advance based on the amount of assets managed as of the close of business on the last business day of the previous quarter. Quarterly advisory fees will be deducted directly from the Clients' account by the custodian. Lower fees for comparable services may be available from other sources. The amount of the fee is negotiated on a case-by- case basis and is determined based upon a number of factors including the amount of work involved, the assets placed under management and the attention needed to manage the account. 6  At no time will we accept or maintain custody of a client’s funds or securities except for authorized fee deduction. The Client may contact the Custodian directly for disbursements, or account record changes, and may also do so in writing to the custodian. We may act at the client’s convenience to facilitate such written communications to the Custodian, provided that such action is not construed to be custody of client assets. Where we deduct management fees from client accounts utilizing a qualified custodian, the Adviser is required to meet the following requirements. a. Possess written authorization from the client to deduct advisory fees from an account held by a qualified custodian; and b. The firm or a representative of the firm will send the qualified custodian a written invoice detailing the fee amount to be deducted from the client account Note, as an SEC-registered adviser, the Firm will rely on the qualified custodian(s) to send client’s fee statements. Investment advisory services begin with the effective date of the Agreement, which is the date the Client signs the Investment Advisory Agreement. For that calendar quarter, fees will be adjusted pro rata based upon the number of calendar days in the calendar quarter that the Agreement was effective. Any contributions or withdrawals made during a calendar quarter will cause an adjustment to the advisory fee. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement for a full refund. For cancellation after the five (5) business days, Client will be entitled to a pro rata refund for the days service was not provided in the final quarter. An updated Client agreement acknowledging any increase in said fees shall be executed by the Client and CAM. Custodians may charge transaction fees on purchases or sales of certain mutual funds, equities, and exchange-traded funds. These charges may include Mutual Fund transaction fees, commissions, postage and handling, margin interest, and miscellaneous fees (fee levied to recover costs associated with fees assessed by self- regulatory organizations). These transaction charges are usually small and incidental to the purchase or sale of a security. The selection of the security is more important than the nominal fee that the custodian charges to buy or sell the security. CAM will not receive any of these additional fees. For more details on the brokerage practices, see Item 12 of this brochure. CAM does not receive any external compensation for the sale of securities to Clients, but Investment Advisor Representatives of the firm receive commissions as registered representatives of Cetera Advisors, LLC, a member of FINRA/SIPC. Envestnet For Clients utilizing the Envestnet platform, fees for CAM will be based on assets under management as follows: 7  Assets Under Management First $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Amounts Over $5,000,000 Annual Fee .95% .90% .85% .80% .75% Negotiable Quarterly Fee .238% .225% .213% .200% .188% Negotiable This is a blended fee schedule; the asset management fee is calculated by applying different rates to different portions of the portfolio. For example, a Client with $4,000,000 under management would pay $35,000 on an annual basis. First $1,000,000 x .0095 = $9,500 Next $1,000,000 x .0090= $9,000 Next $1,000,000 x .0085 = $8,500 Next $1,000,000 x .0080 = $8,000 The annual Fee may be negotiable. Accounts within the same household may be combined for a reduced fee. If margin is utilized, the fees will be billed based on the net asset value of the account. The fees charged by CAM are in addition to the fees charged by Envestnet, any other investment advisor and the custodian. Fees are billed quarterly in advance. Envestnet’s billing services calculates the fees for Envestnet, CAM, the custody fee, and the manager fee. Monthly prorates are run to capture additional deposits or withdrawals and intra quarter account opening and closings. Fees collected by Envestnet from the Client account will be distributed to the appropriate parties for payment. Lower fees for comparable services may be available from other sources. Clients may terminate their account within five business days of signing the Investment Advisory Agreement with no obligation. Clients may terminate advisory services with thirty (30) days’ written notice. The Client will be entitled to a pro rata refund for the days service was not provided in the final quarter. The Client shall be given thirty (30) days prior written notice of any increase in fees. ERISA PLAN SERVICES The annual fees are based on the market value of the Included Assets and will not exceed 1%. The annual fee is negotiable and may be charged as a percentage of the Included Assets or as a flat fee. Fees may be charged quarterly or monthly in arrears or in advance based on the assets as calculated by the custodian or record keeper of the Included Assets (without adjustments for anticipated withdrawals by Plan participants or other anticipated or scheduled transfers or distribution of assets). If the services to be provided start any time other than the first day of a quarter or month, the fee will be prorated based on the number of days remaining in the quarter or month. If this Agreement is terminated prior to the end of the billing cycle, CAM shall be entitled to a prorated fee based on the number of days during the fee 8  period services were provided or Client will be due a prorated refund of fees for days services were not provided in the billing cycle. The fee schedule, which includes compensation of CAM for the services, is described in detail in Schedule A of the ERISA Plan Agreement. The Plan is obligated to pay the fees; however, the Plan Sponsor may elect to pay the fees. The Client may elect to be billed directly or have fees deducted from Plan Assets. CAM does not reasonably expect to receive any additional compensation, directly or indirectly, for its services under this Agreement. If additional compensation is received, CAM will disclose this compensation, the services rendered, and the payer of compensation. CAM will offset the compensation against the fees agreed upon under the Agreement. Item 6: Performance-Based Fees and Side-by-Side Management Fees are not based on a share of the capital gains or capital appreciation of managed securities. Item 7: Types of Clients CAM generally provides investment advice primarily to individuals and high net worth individuals. Client relationships vary in scope and length of service. CAM requires a minimum of $500,000 to open an account, but the firm does have the discretion to accept accounts with less assets. Minimum size accounts are accepted as an accommodation to Clients with multiple accounts, and/or for those making regular additions to their account(s). Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis The Firm may use the following methods when considering investment strategies and recommendations. Charting Review Charting is a technical analysis that charts the patterns of stocks, bonds, and commodities to help determine buy and sell recommendations for clients. It is a way of gathering and processing price and volume information in a security by applying mathematical equations and plotting the resulting data onto graphs in order to predict future price movements. A graphical historical record assists the analyst in spotting the effect of key events on a security’s price, its performance over a period of time, and whether it is trading near its high, near its low or in between. Chartists believe that recurring patterns of trading, commonly referred to as indicators, can help them forecast future price movements. 9  Fundamental Review A fundamental analysis is a method of evaluating a company or security by attempting to measure its intrinsic value. Fundamental analysis attempts to determine the true value of a company or security by looking at all aspects of the company or security, including both tangible factors (e.g., machinery, buildings, land, etc.) and intangible factors (e.g., patents, trademarks, “brand” names, etc.). Fundamental analysis also involves examining related economic factors (e.g., overall economy and industry conditions, etc.), financial factors (e.g., company debt, interest rates, management salaries and bonuses, etc.), qualitative factors (e.g., management expertise, industry cycles, labor relations, etc.), and quantitative factors (e.g., debt-to-equity and price- to-equity ratios). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price with the aim of determining what sort of position to take with that security (e.g., if underpriced, the security should be bought; if overpriced the security should sold). Fundamental analysis uses real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for many types of securities. Technical Review A technical analysis is a method of evaluating securities that analyzes statistics generated by market activity, such as past prices and volume. Technical analysis does not attempt to measure a security's intrinsic value, but instead uses past market data and statistical tools to identify patterns that can suggest future activity. Historical performance of securities and the markets can indicate future performance. Cyclical Review A cyclical analysis assumes the market reacts in reoccurring patterns that can be identified and leveraged to provide performance. Cyclical analysis of economic cycles is used to determine how these reoccurring patterns, or cycles, affect the returns of a given investment, asset, or company. Cyclical analysis is a time-based assessment which incorporates past and present performance to determine future value. Cyclical analyses exist because the broad economy has been shown to move in cycles, from periods of peak performance to periods of low performance. The risks of this strategy are two-fold: (1) the markets do not always repeat cyclical patterns; and (2) if too many investors begin to implement this strategy, it changes the very cycles of which they are trying to take advantage. Economic Review An economic analysis determines the economic environment over a certain time horizon. This involves following and updating historic economic data such as U.S. gross domestic product and consumer price index as well as monitoring key economic drivers such as employment, inflation, and money supply for the world’s major economies. 10  Investment Strategies When implementing investment advice to clients, the Firm may employ a variety of strategies to best pursue the objects of clients. Depending on market trends and conditions, The Firm will employee any technique or strategy herein described, at the Firm’s discretion and in the best interests of the client. The Firm does not recommend any particular security or type of security. Instead, the Firm makes recommendations to meet a particular client’s financial objectives. There is inherent risk to any investment and clients may suffer loss of ALL OR PART of a principal investment. Long-Term Purchases Long-term purchases are securities that are purchased with the expectation that the value of those securities will grow over a relatively long period, generally greater than one year. Long-term purchases may be affected by unforeseen changes in the company in which a client is invested or in the overall market. Long term trading is designed to capture market rates of both return and risk. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Due to its nature, the long-term strategy can expose clients to various other types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include, but are not limited to, inflation (purchasing power) risk, interest rate risk, economic risk, and political/regulatory risk. Short-Term Purchases Short-term purchases are securities that are purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities’ short-term price fluctuations. Short-term trading generally holds greater risk. Frequent trading can affect investment performance due to increased brokerage fees and other transaction costs and taxes. Strategic Asset Allocation Asset allocation is a combination of several different types of investments; typically, this includes stocks, bonds, and cash equivalents among various asset classes to achieve diversification. The objective of asset allocation is to manage risk and market exposure while still positioning a portfolio to meet financial objectives. Risk of Loss Investing inherently involves risk up to and including loss of the principal sum. Further, past performance of any security is not necessarily indicative of future results. Therefore, future performance of any specific investment or investment strategy based on past performance should not be assumed as a guarantee. The Firm does not provide any representation or guarantee that the financial goals of clients will be achieved. 11  The potential return or gain and potential risk or loss of an investment varies, generally speaking, with the type of product invested in. Below is an overview of the types of products available on the market and the associated risks of each: General Risks. Investing in securities always involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives can or will be met. Past performance is in no way an indication of future performance. We also cannot assure that third parties will satisfy their obligations in a timely manner or perform as expected or marketed. General Market Risk. Investment returns will fluctuate based upon changes in the value of the portfolio securities. Certain securities held may be worth less than the price originally paid for them, or less than they were worth at an earlier time. Common Stocks. Investments in common stocks, both directly and indirectly through investment in shares of ETFs, may fluctuate in value in response to many factors, including, but not limited to, the activities of the individual companies, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject certain strategies to potential losses. During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for each strategy. Portfolio Turnover Risk. High rates of portfolio turnover could lower performance of an investment strategy due to increased costs and may result in the realization of capital gains. If an investment strategy realizes capital gains when it sells its portfolio investments, it will increase taxable distributions to you. High rates of portfolio turnover in a given year would likely result in short-term capital gains and under current tax law you would be taxed on short-term capital gains at ordinary income tax rates, if held in a taxable account. Non-Diversified Strategy Risk. Some investment strategies may be non-diversified (e.g., investing a greater percentage of portfolio assets in a particular issuer and owning fewer securities than a diversified strategy). Accordingly, each such strategy is subject to the risk that a large loss in an individual issuer will cause a greater loss than it would if the strategy held a larger number of securities or smaller positions sizes. Model Risk. Financial and economic data series are subject to regime shifts, meaning past information may lack value under future market conditions. Models are based upon assumptions that may prove invalid or incorrect under many market environments. We may use certain model outputs to help identify market opportunities and/or to make certain asset allocation decisions. There is no guarantee any model will work under all market conditions. For this reason, we include model related results as part of our investment decision process. 12  Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. ETF Risks, including Net Asset Valuations and Tracking Error. An ETF's performance may not exactly match the performance of the index or market benchmark that the ETF is designed to track because 1) the ETF will incur expenses and transaction costs not incurred by any applicable index or market benchmark; 2) certain securities comprising the index or market benchmark tracked by the ETF may, from time to time, temporarily be unavailable; and 3) supply and demand in the market for either the ETF and/or for the securities held by the ETF may cause the ETF shares to trade at a premium or discount to the actual net asset value of the securities owned by the ETF. Certain ETF strategies may from time to time include the purchase of fixed income, commodities, foreign securities, American Depository Receipts, or other securities for which expenses and commission rates could be higher than normally charged for exchange-traded equity securities, and for which market quotations or valuation may be limited or inaccurate. Clients should be aware that to the extent they invest in ETF securities they will pay two levels of advisory compensation – advisory fees charged by The Firm plus any advisory fees charged by the issuer of the ETF. This scenario may cause a higher advisory cost (and potentially lower investment returns) than if a Client purchased the ETF directly. An ETF typically includes embedded expenses that may reduce the ETF's net asset value, and therefore directly affect the ETF's performance and indirectly affect a Client’s portfolio performance or an index benchmark comparison. Expenses of the ETF may include investment advisor management fees, custodian fees, brokerage commissions, and legal and accounting fees. ETF expenses may change from time to time at the sole discretion of the ETF issuer. ETF tracking error and expenses may vary. Inflation, Currency, and Interest Rate Risks. Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of an investor’s future interest payments and principal. Inflation also generally leads to higher interest rates, which in turn may cause the value of many types of fixed income investments to decline. In addition, the relative value of the U.S. dollar-denominated assets primarily managed by The Firm may be affected by the risk that currency devaluations affect Client purchasing power. Liquidity Risk. Liquidity is the ability to readily convert an investment into cash to prevent a loss, realize an anticipated profit, or otherwise transfer funds out of the particular investment. Generally, investments are more liquid if the investment has an established market of purchasers and sellers, such as a stock or bond listed on a national securities exchange. Conversely, investments that do not have an established market of purchasers and sellers may be considered illiquid. Your investment in illiquid investments may be for an indefinite time, because of the lack of purchasers willing to convert your investment to cash or other assets. 13  Legislative and Tax Risk. Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment advisor or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities; and changes in the tax code that could affect interest income, income characterization and/or tax reporting obligations, particularly for options, swaps, master limited partnerships, Real Estate Investment Trust, Exchange Traded Products/Funds/Securities. We do not engage in tax planning, and in certain circumstances a Client may incur taxable income on their investments without a cash distribution to pay the tax due. Clients and their personal tax advisors are responsible for how the transactions in their account are reported to the IRS or any other taxing authority. Foreign Investing and Emerging Markets Risk. Foreign investing involves risks not typically associated with U.S. investments, and the risks maybe exacerbated further in emerging market countries. These risks may include, among others, adverse fluctuations in foreign currency values, as well as adverse political, social, and economic developments affecting one or more foreign countries. In addition, foreign investing may involve less publicly available information and more volatile or less liquid securities markets, particularly in markets that trade a small number of securities, have unstable governments, or involve limited industry. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, and potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Information Security Risk. We may be susceptible to risks to the confidentiality and security of its operations and proprietary and customer information. Information risks, including theft or corruption of electronically stored data, denial of service attacks on our website or websites of our third-party service providers, and the unauthorized release of confidential information are a few of the more common risks faced by us and other investment advisers. Data security breaches of our electronic data infrastructure could have the effect of disrupting our operations and compromising our customers' confidential and personally identifiable information. Such breaches could result in an inability of us to conduct business, potential losses, including identity theft and theft of investment funds from customers, and other adverse consequences to customers. We have taken and will continue to take steps to detect and limit the risks associated with these threats. Tax Risks. Tax laws and regulations applicable to an account with The Firm may be subject to change and unanticipated tax liabilities may be incurred by an investor as a result of such changes. In addition, customers may experience adverse tax consequences from the early assignment of options purchased for a customer's account. Customers should consult their own tax advisers and counsel to determine the potential tax-related consequences of investing. 14  Advisory Risk. There is no guarantee that our judgment or investment decisions on behalf of particular any account will necessarily produce the intended results. Our judgment may prove to be incorrect, and an account might not achieve her investment objectives. In addition, it is possible that we may experience computer equipment failure, loss of internet access, viruses, or other events that may impair access to accounts’ custodians’ software. The Firm and its representatives are not responsible to any account for losses unless caused by The Firm breaching our fiduciary duty. Dependence on Key Employees. Management of client accounts depends, in part, upon the ability of our key professionals to achieve client goals. The loss of any of these key personnel could adversely impact the ability to achieve such investment goals and objectives of the account. Credit Risk. Investments in bonds and other fixed income securities are subject to the risk that the issuer(s) may not make required interest payments. An issuer suffering an adverse change in its financial condition could lower the credit quality of a security, leading to greater price volatility of the security. A lowering of the credit rating of a security may also offset the security's liquidity, making it more difficult to sell. Funds investing in lower quality debt securities are more susceptible to these problems and their value may be more volatile. Structured Products. Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer’s ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is downgraded. Some structured products offer full protection of the principal invested, others offer only partial or no protection. Investors may be sacrificing a higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. An investor in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. There may be little or no secondary market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC are subject to applicable FDIC limits. 15  Item 9: Disciplinary Information The firm and its management have not been involved in any criminal or civil action. The firm and its management have not been involved in administrative enforcement proceedings. The firm and its management have not been involved in legal or disciplinary events related to past or present investment Clients. Item 10: Other Financial Industry Activities and Affiliations Matthew Hickey and Kathleen Osborne-Davis are registered representatives of Cetera Advisors, LLC. This entity is not affiliated with CAM. Approximately 10% of their time is spent on this business. The business provided through First Allied Securities Inc. and CAM are separate and distinct. Through CAM, advisors of the firm offer direct asset management services to Clients. These practices represent conflicts of interest because it gives an incentive to recommend services where they would receive a higher fee rather than on Client’s needs. This conflict is mitigated by disclosures, procedures, and the firm’s fiduciary obligation to place the best interest of the Client first and will act in accordance with those responsibilities. Clients have the right to choose which service they prefer or to engage an advisor of their choosing. Because of the affiliation with Cetera Advisors, LLC, Mr. Hickey, and Ms. Osborne- Davis may have two different but concurrent roles: 1. As a Registered Representative with Cetera Advisors, LLC who may receive Commissions for securities transactions; and 2. As an Investment Adviser Representative of CAM. Advisors of the firm are also licensed insurance agents. From time to time, they will offer Clients advice or products from those activities. Less than 10% of their time is spent on the sale of insurance products. These practices represent conflicts of interest because it gives an incentive to recommend products based on the commission amount received rather than on Client’s needs. This conflict is mitigated by disclosures, procedures, and the firm’s fiduciary obligation to place the best interest of the Client first and will act in accordance with those responsibilities. Clients have the right to purchase these products through another insurance agent, registered representative or investment advisor representative of their choosing. In certain instances, when CAM believes it is in the best interest of the client, CAM will refer Clients to third party money managers to manage Client accounts. In such circumstances, portion of the fees charged to the Client account are received by CAM. CAM acts as the liaison between the Client and the third-party money manager in return for an ongoing portion of the advisory fees charged by the third-party money manager. CAM is responsible for:  helping the Client complete the necessary paperwork of the third-party money manager; 16   providing ongoing services to the Client;  updating the third-party money manager with any changes in Client status which is provide to CAM by the Client;  reviewing the quarterly statements provided by the third-party money manager; and  delivering the Form ADV Part 2, Privacy Notice and Solicitors Disclosure Statement of the third-party money manager to the Client. Clients placed with third party money managers will be billed in accordance with the third-party money manager’s fee schedule which will be disclosed to the Client prior to signing an agreement. When referring Clients to a third-party money manager, the Client’s best interest will be the main determining factor of CAM. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The employees of CAM have committed to a Code of Ethics (“Code”). The purpose of CAMs Code is to set forth standards of conduct expected of CAM employees and addresses conflicts that arise. The Code defines acceptable behavior for employees of CAM. The Code reflects CAM and its supervised persons’ responsibility to act in the best interest of their Client. One area the Code addresses is when employees buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our Clients. We do not allow any employees to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our Clients. The Client’s best interest will be the highest priority. CAM’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other employee, officer or director of CAM may engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. CAM’s Code is based on the guiding principle that the interests of the Client are our top priority. CAM’s officers, directors, advisors, and other employees have a fiduciary duty to our Clients and must diligently perform and uphold that duty to maintain the complete trust and confidence of our Clients. When a conflict arises, it is our obligation to put the Client’s interests over the interests of either employees or the company. The Client’s best interests will be served in every case. The Code applies to “access” persons. “Access” persons are employees who have access to non- public information regarding any Clients' securities, or non-public information regarding the portfolio holdings of any reportable fund. The firm will provide a copy of the Code of Ethics to any Client or prospective Client upon request. CAM and its employees do not recommend to Clients securities in which we have a material financial interest. 17  CAM and its employees may buy or sell securities that are also held by Clients. In order to mitigate conflicts of interest, employees are required to disclose all reportable securities transactions as well as provide CAM with copies of their brokerage statements. The Chief Compliance Officer of CAM is Matthew Hickey. He reviews all employee trades each quarter. The personal trading review and subsequent follow-up regarding any inappropriate trades helps assure that the personal trading of employees does not disadvantage the Client. Trades that otherwise disadvantage the Client will not be allowed. trading review and subsequent CAM does not maintain a firm proprietary trading account and does not have a material financial interest in any securities being recommended and therefore no conflicts of interest exist in this area. However, employees may buy or sell securities at the same time they buy or sell securities for Clients. In order to mitigate conflicts of interest, employees are required to disclose all reportable securities transactions as well as provide CAM with copies of their brokerage statements. The personal follow-up regarding any inappropriate trades helps ensure that the personal trading of employees does not affect the markets. The Chief Compliance Officer of CAM is Matthew Hickey. He reviews all employee trades each quarter. The personal trading reviews ensure that the personal trading of employees does not affect the markets and that employees of the firm do not receive preferential treatment over Client transactions. When we provide investment advice to you regarding your retirement plan account or individual retirement account (IRA), we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our 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. * It should be noted that the fiduciary duties enumerated above do not differ from those we observe in all our advisory activities. 18  Item 12: Brokerage Practices CAM will recommend the use of a particular custodian CAM has a duty to select brokers, dealers and other trading venues that provide best execution for clients. The duty of best execution requires an investment adviser to seek to execute securities transactions for clients in such a manner that the client’s total cost or proceeds in each transaction is the most favorable under the circumstances, taking into account all relevant factors. The lowest possible commission, while very important, is not the only consideration. It is our policy to seek best execution in all portfolio trading activities for all investment disciplines and products, regardless of whether commissions are charged. This applies to trading in any instrument, security, or contract including equities, bonds, and forward or derivative contracts. following factors, without limitation, The standards and procedures governing best execution are set forth in several written policies. Generally, to achieve best execution, CAM considers the in selecting brokers and intermediaries: • • • • • information comparing • • • • • • • • • Execution capability; Order size and market depth; Availability of competing markets and liquidity; Trading characteristics of the security; Availability of accurate markets; Quantity and quality of research received from the broker dealer; Financial responsibility of the broker-dealer; Confidentiality; Reputation and integrity; Responsiveness; Recordkeeping; Ability and willingness to commit capital; Available technology; and Ability to address current market conditions. CAM evaluates the execution, performance, and risk profile of the broker - dealers it uses at least annually. We typically recommend either Fidelity Brokerage Services, LLC or JP Morgan Chase (“custodians”), registered broker-dealers, members SIPC, as the qualified custodians for client accounts. CAM is independently owned and operated and is not affiliated with the custodians. The custodians will hold your assets in a brokerage account and buy and sell securities when we instruct them to. While we recommend that you use the custodians, you will decide whether to do so and will open your account with either or both of 19  the custodians by entering into an account agreement directly with them. We do not open the account for you, although we may assist you in doing so. CAM relies on its custodian broker to provide its execution services at the best prices available. Lower fees for comparable services may be available from other sources. Clients pay for any and all custodial fees in addition to the advisory fee charged by CAM. CAM does not permit clients to direct the execution of securities transactions to a broker-dealer other than the custodians. Some advisers permit clients to direct securities transactions to non- custodial broker-dealers. Soft Dollar Arrangements The Securities and Exchange Commission defines soft dollar practices as arrangement under which products or services other than execution services are obtained by CAM from or through a broker-dealer in exchange for directing Client transactions to the broker-dealer. As permitted by Section 28(e) of the Securities Exchange Act of 1934, CAM receives economic benefits as a result of commissions generated from securities transactions by the broker-dealer from the accounts of CAM. These benefits include both proprietary research from the broker and other research written by third parties. A conflict of interest exists when CAM receives soft dollars. CAM does not currently have any soft dollar arrangements. This conflict is mitigated by the fact that CAM has a fiduciary responsibility to act in the best interest of its Clients and the services received are beneficial to all Clients. CAM utilizes the services of custodial broker dealers. Economic benefits are received by CAM which would not be received if CAM did not give investment advice to Clients. These benefits include: A dedicated trading desk, a dedicated service group and an account services manager dedicated to CAM's accounts, ability to conduct "block" Client trades, electronic download of trades, balances and positions, duplicate and batched Client statements, and the ability to have advisory fees directly deducted from Client accounts. CAM is authorized in its discretion to aggregate purchases and sales and other transactions made for the account with purchases and sales and transactions in the same securities for other Clients of CAM. All Clients participating in the aggregated order shall receive an average share price with all other transaction costs shared on a pro-rated basis. 20  Item 13: Review of Accounts Account reviews are performed quarterly by Matthew Hickey, Chief Compliance Officer. Accounts will be reviewed for such things as:  Client objectives are in line with the investments;  Securities held in the accounts are performing to CAM’s and Client’s expectations; and  Asset allocation is balanced in the correct proportion with the strategy. Account reviews are performed more frequently when market conditions dictate. Other conditions that will trigger a review of Clients’ accounts include, but are not limited to, are changes in the tax laws, new financial market information, and changes in a Client's financial situation. Clients receive account statements no less than quarterly for managed accounts from the custodian of CAM. Clients receive confirmations of each transaction in account from the custodian and an additional statement during any month in which a transaction occurs. Item 14: Client Referrals and Other Compensation CAM does not compensate anyone for client referrals. Item 15: Custody All assets are held at qualified custodians, which means the custodians provide account statements directly to Clients at their address of record at least quarterly. For advisory fees deducted directly from the brokerage accounts, see Item 5 for more details. In certain jurisdictions, our ability to withdraw management fees from the client’s account may be deemed custody. Prior to permitting direct debit of fees, each client provides written authorization permitting fees to be paid directly from the custodian. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. As part of the billing process, the client’s custodian is advised of the amount of the fee to be deducted from that client’s account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. The custodian does not calculate the amount of the fee to be deducted and does not verify the accuracy of CAM’s advisory calculation. Therefore, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation. Clients should contact us directly if they believe that there may be an error in their statement. 21  Item 16: Investment Discretion CAM requires discretionary authority to manage securities accounts on behalf of Clients. CAM has the authority to determine, without obtaining specific Client consent, the custodian to be used, the securities to be bought or sold, and the amount of the securities to be bought or sold. Clients maintain the right to place certain restrictions on our discretionary authority such as prohibiting the securities of a certain issuer or a certain type. Such restrictions could include only allowing purchases of socially conscious investments. These restrictions must be provided to CAM in writing. CAM does not receive any portion of the transaction fees or commissions paid by the Client to the custodian on certain trades. Item 17: Voting Client Securities CAM does not vote proxies on securities. Clients are expected to vote their own proxies. The Client will receive their proxies directly from the custodian of their account or from a transfer agent. When assistance on voting proxies is requested, CAM will provide recommendations to the Client. If a conflict of interest exists, it will be disclosed to the Client. Item 18: Financial Information A balance sheet is not required to be provided because CAM does not serve as a custodian for Client funds or securities and CAM does not require prepayment of fees of more than $1200 per Client and six months or more in advance. CAM believes it has no condition that is reasonably likely to impair our ability to meet contractual commitments to our Clients, and our balance sheet continues to meet regulatory requirements for net capital. CAM and its affiliates have had no bankruptcies in the past 10 years. 22