CAPITAL MANAGEMENT ASSOCIATES INC

Part 2A of Form ADV: Firm Brochure Capital Management Associates, Inc. 7900 Xerxes Avenue S Suite 500 Minneapolis, MN 55431 Telephone: 952-893-1200 Email: mglennie@cap-mgt.com 03/31/2025 This brochure provides information about the qualifications and business practices of Capital Management Associates, Inc.. If you have any questions about the contents of this brochure, please contact us at 952-893-1200 or mglennie@cap-mgt.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Capital Management Associates, Inc. also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 105010.  Item 2 Material Changes The SEC adopted "Amendments to Form ADV" in July, 2010. This Firm Brochure, dated 03/31/2025, is our new disclosure document prepared according to the SEC’s new requirements and rules. As you will see, this document is a narrative that is substantially different in form and content, and includes some new information that we were not previously required to disclose. After our initial filing of this Brochure, this Item will be used to provide our clients with a summary of new and/or updated information. We will inform you of the revision(s) based on the nature of the updated information. Please see below for updated information. Consistent with the new rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business’ fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. 2  Item 3 Table of Contents Page Fees and Compensation Performance-Based Fees and Side-By-Side Management Types of Clients Investment Discretion Item 1 Cover Page Item 2 Material Changes Table of Contents Item 3 Item 4 Advisory Business Item 5 Item 6 Item 7 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Item 17 Voting Client Securities Item 18 Financial Information 1 2 3 4 9 12 12 12 15 16 17 19 19 21 21 21 22 22 3  Item 4 Advisory Business Capital Management Associates, Inc. is an SEC-Registered Investment Adviser with its principal place of business located in Minnesota. Capital Management Associates, Inc. began conducting business in 1982. Listed below are the firm's principal shareholders (i.e., those individuals and/or entities controlling 25% or more of this company). • Gregory Alan Stroh, CEO/Chairman/Advisor Representative Thomas A. Luing, President/Advisor Representative • • CMA Financial, Inc. Capital Management Associates, Inc. offers the following advisory services to our clients: INVESTMENT SUPERVISORY SERVICES ("ISS") INDIVIDUAL PORTFOLIO MANAGEMENT Our firm provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we create and manage a portfolio based on the clients situation. During our data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we also review and discuss a client's prior investment history, as well as family composition and background. We manage these advisory accounts on a discretionary or non-discretionary basis. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, growth and income or asset allocation), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: • Exchange-listed securities • Securities traded over-the-counter • Foreign issuers • Warrants • Corporate debt securities (other than commercial paper) 4  • Commercial paper • Certificates of deposit • Municipal securities • Variable life insurance • Variable annuities • Mutual fund shares • United States governmental securities • Options contracts on securities • Interests in real estate investment trusts - traded and non- traded. • Interests in partnerships investing in oil and gas interests • Interests in partnerships investing in other • Other Because some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. MANAGED ACCOUNTS PROGRAM Capital Management Associates, Inc. offers advisory management services to clients through our Managed Accounts Program. Capital Management Associates, Inc. performs management searches of various registered investment advisers. Based on the client's individual circumstances and needs we determine which selected registered investment adviser's ("adviser" or "asset manager") portfolio management style is appropriate for that client. Factors considered in making this determination include account size, risk tolerance, the opinion of each client and the investment philosophy of the selected asset manager. Clients should refer to the asset manager's Firm Brochure or other disclosure document for a full description of the services offered. Client meetings are available on a regular basis, or as determined by the client, to review the account. Once we identify the most appropriate asset manager(s), our firm provides the selected adviser with the client's account information, who then manages the client's portfolio based on the strategy the client has chosen. On an ongoing basis, we monitor the performance of the asset manager(s). If we determine that a particular adviser is not providing sufficient management services to the client, then we 5  may move the client’s portfolio to a different asset manager and/or program sponsor. INDIVIDUAL PORTFOLIO MANAGEMENT Our firm provides non-continuous asset management of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on the client's particular circumstances are established, we create and manage a portfolio based on the clients situation. During our data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we may also review and discuss a client’s prior investment history, as well as family composition and background. We manage these advisory accounts on a discretionary or non-discretionary basis. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, growth and income, or asset allocation), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Once the client's portfolio has been established, we review the portfolio quarterly or upon request. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: • Exchange-listed securities • Securities traded over-the-counter • Foreign issuers • Warrants • Corporate debt securities (other than commercial paper) • Commercial paper • Certificates of deposit • Municipal securities • Variable life insurance • Variable annuities • Mutual fund shares 6  • United States governmental securities • Options contracts on securities • Interests in real estate investment trusts - traded and non-traded • Interests in partnerships investing in oil and gas interests • Interests in partnerships investing in other • Other Because some types of investments involve certain additional degrees of risk, they will only be recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. FINANCIAL PLANNING Financial planning is a comprehensive evaluation of a client’s current and future financial state by using currently known variables to project future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information and analysis are considered as they impact and are impacted by the entire financial and life situation of the client. Clients purchasing this service, some or all of the services described below, receive a written analysis designed to assist the client achieve his or her financial goals and objectives. In general, the financial plan can address any or all of the following areas: • PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals. • TAX & CASH FLOW: We analyze the client’s income tax and spending and planning for past, current and future years; then illustrate the impact of various investments on the client's current income tax and future tax liability. • INVESTMENTS: We analyze investment alternatives and their effect on the client's portfolio. • INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home and automobile. • RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals. 7  • DEATH & DISABILITY: We review the client’s cash needs at death, income needs of surviving dependents, estate planning and disability income. • ESTATE: We assist the client in assessing and developing long-term strategies, including as appropriate, living trusts, wills, review estate tax, powers of attorney, asset protection plans, nursing homes, Medicaid and elder law. We gather required information through in-depth personal interviews. Information gathered includes the client's current financial status, tax status, future goals, returns objectives and attitudes towards risk. We carefully review documents supplied by the client, including a questionnaire completed by the client, and prepare a written report. Should the client choose to implement the recommendations contained in the plan, we suggest the client work closely with his/her attorney, accountant, insurance agent, and/or broker. Implementation of financial plan recommendations is entirely at the client's discretion. We also provide general non-securities advice on topics that may include tax and budgetary planning, estate planning and business planning. • Exchange-listed securities • Securities traded over-the-counter • Foreign issuers • Warrants • Corporate debt securities (other than commercial paper) • Commercial paper • Certificates of deposit • Municipal securities • Variable life insurance • Variable annuities • Mutual fund shares • United States governmental securities • Options contracts on securities • Interests in real estate investment trusts - traded and non traded • Interests in partnerships investing in oil and gas interests 8  • Interests in partnerships investing in other • Other Typically the financial plan is presented to the client within six months of the contract date, provided that all information needed to prepare the financial plan has been promptly provided. Financial Planning recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company. AMOUNT OF MANAGED ASSETS As of 12/31/2024, we were actively managing $776,087,563.18 of clients' assets on a discretionary basis, plus $851,777,062.70 of clients' assets on a non-discretionary basis, and overseeing $752,809.52 of clients' assets being managed by third-party money managers. Item 5 Fees and Compensation INVESTMENT SUPERVISORY SERVICES INDIVIDUAL PORTFOLIO MANAGEMENT FEES Our annual fees for Investment Supervisory Services are based upon a percentage of assets under management and generally range from .1% to 2%, and/or a fixed fee generally ranging from $250 to $10,000. The annualized fee for Investment Supervisory Services will be charged as a percentage of assets under management. Capital Management Associates, Inc. retains the discretion to negotiate fees on a client-by-client basis. Client facts, circumstances and needs will be considered in determining the fee schedule. These include the complexity of the client, assets to be placed under management, anticipated future additional assets; related accounts; portfolio style, account composition, reports, among other factors. The specific annual fee schedule will be identified in the contract between the adviser and each client. Advisory fees may be paid directly by the client or directly debited to the clients advisory account. INVESTMENT SUPERVISORY SERVICES MANAGED ACCOUNT PROGRAM Our fee, which typically ranges from .1% to 1%, depending on the size of the account, is not included in the asset manager's annual management fee. For a complete description of the fee arrangement including billing practices, minimum account requirements and account termination provisions, clients should review the independent investment 9  adviser's Firm Brochure or other disclosure document. A minimum of assets under management may be required for this service by the manager. This account size may be negotiable under certain circumstances. Fees Billed in Advance or Arrears: Our advisory fees will be charged in one of two ways as agreed upon with the client: • In advance: Advisory fees are billed in advance at the beginning of a quarter(based upon the month the contract is signed) based upon the asset value (market or fair market value in the absence of market value, plus any credit balance or minus any debit balance), of the client's account equity at the end of the previous quarter. • In arrears: Advisory fees are billed in arrears at the end of each quarter based upon the asset value (market or fair market value in the absence of market value), of the client's account at quarter-end. When authorized by the client, fees will be debited from the account in accordance with the terms set forth in the Client Management Agreement. PORTFOLIO MANAGEMENT SERVICES FEES Our annual fees for Portfolio Management Services are based upon a percentage of assets under management and generally range from .1% to 2%, and/or a fixed fee generally ranging from $250 to $10,000. The annualized fee for Portfolio Management Services will be charged as a percentage of assets under management, as a fixed fee, or negotiated on a case-by-case basis. Overall factors to be considered will include the type and amount of assets to be managed and the complexity of the client’s circumstances. Capital Management Associates retains the discretion to negotiate fees on a client-by-client basis. Client facts, circumstances and needs will be considered in determining the fee schedule. These include the complexity of the client, assets to be placed under management, anticipated future additional assets; related accounts; portfolio style, account composition, reports, among other factors. The specific annual fee schedule will be identified in the contract between the adviser and each client. Advisory fees may be paid directly by the client or directly debited from the clients advisory account. FINANCIAL PLANNING FEES Capital Management Associates, Inc.'s Financial Planning fees will be determined based on the nature of the services being provided and the complexity of each client’s circumstances. All fees are agreed upon prior to entering into a contract with any client. Our Financial Planning fees may be calculated and charged on an hourly basis, ranging from $100 to $500 per hour. Although the length of time it will take to provide a Financial Plan will depend on each client's personal situation, we will provide an estimate for the total hours at the start of the advisory relationship. 10  Our Financial Planning fees can also be calculated and charged on a fixed fee basis. Financial Planning Fee Offset: Capital Management Associates, Inc. reserves the discretion to reduce or waive the hourly fee and/or the minimum fixed fee if a financial planning client chooses to engage us for our Portfolio Management Services. GENERAL INFORMATION Termination of the Advisory Relationship: A client agreement can be canceled at any time, by either party, for any reason upon receipt of 30 days written notice. As disclosed above, certain fees are paid in advance of services provided. Upon termination of any account, any prepaid, unearned fees will be promptly refunded. In calculating a client’s reimbursement of fees, we will pro rate the reimbursement according to the number of days remaining in the billing period. Mutual Fund Fees: All fees paid to Capital Management Associates, Inc. for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Wrap Fee Programs and Separately Managed Account Fees: Clients participating in separately managed account programs will be charged various program fees in addition to the advisory fee charged by our firm. Such fees will include the investment advisory fees of the independent advisers, which could be charged as part of a wrap fee arrangement. In a wrap fee arrangement, clients pay a single fee for advisory, brokerage and custodial services. Client’s portfolio transactions may be executed without commission charge in a wrap fee arrangement. In evaluating such an arrangement, the client should also consider that, depending upon the level of the wrap fee charged by the broker-dealer, the amount of portfolio activity in the client’s account, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. We will review with clients any separate program fees that will be charged to clients. Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker dealers, including, but not limited to, any transaction charges imposed by a broker dealer with which an independent investment manager effects transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional information. ERISA Accounts: Capital Management Associates, Inc. is deemed to be a fiduciary to 11  advisory clients that are employee benefit plans pursuant to the Employee Retirement Income and Securities Act (“ERISA”). As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, Capital Management Associates, Inc. can only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees. Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Item 6 Performance-Based Fees and Side-By-Side Management Capital Management Associates, Inc. does not charge performance-based fees. Item 7 Types of Clients Capital Management Associates, Inc. provides advisory services to the following types of clients: • Individuals (other than high net worth individuals) • High net worth individuals • Pension and profit sharing plans(other than plan participants) • Charitable organizations • Corporations or other businesses not listed above Item 8 Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS We use the following methods of analysis in formulating our investment advice and/or 12  managing client assets: Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Technical Analysis. We analyze past market movements and apply that analysis to the present in an attempt to recognize recurring patterns of investor behavior and potentially predict future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly-managed or financially unsound company may underperform regardless of market movement. Cyclical Analysis. In this type of technical analysis, we measure the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. Asset Allocation. Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client’s investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the client’s goals. Mutual Fund and/or ETF Analysis. We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in another fund(s) in the client’s portfolio. We also monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the client’s portfolio. 13  Third-Party Money Manager Analysis. We examine the experience, expertise, investment philosophies, and past performance of independent third-party investment managers in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We monitor the manager’s underlying holdings, strategies, concentrations and leverage as part of our overall periodic risk assessment. Additionally, as part of our due-diligence process, we survey the manager’s compliance and business enterprise risks. A risk of investing with a third-party manager who has been successful in the past is that he/she may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a third-party manager’s portfolio, there is also a risk that a manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for our clients. Moreover, as we do not control the manager’s daily business and compliance operations, we may be unaware of the lack of internal controls necessary to prevent business, regulatory or reputational deficiencies. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis could be compromised by inaccurate or misleading information. INVESTMENT STRATEGIES We use the following strategy(ies) in managing client accounts, provided that such strategy(ies) are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. When utilizing this strategy, we purchase securities with the idea of holding them in the client's account for a year or longer. Typically we employ this strategy when: • we believe the securities to be currently undervalued, and/or • we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantages of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security could decline sharply in value before we make the decision to sell. Short-term purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A short-term purchase strategy poses risks should the anticipated price swing not materialize; 14  we are then left with the option of having a long-term investment in a security that was designed to be a short-term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy, and will result in increased brokerage and other transaction-related costs, as well as less favorable tax treatment of short-term capital gains. Option writing. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an asset (such as a share of stock) at a specific price on or before a certain date. An option, just like a stock or bond, is a security. An option is also a derivative, because it derives its value from an underlying asset. The two types of options are calls and puts: • A call gives us the right to buy an asset at a certain price within a specific period of time. We will buy a call if we have determined that the stock will increase substantially before the option expires. • A put gives us the holder the right to sell an asset at a certain price within a specific period of time. We will buy a put if we have determined that the price of the stock will fall before the option expires. When we ulitize option writing as a strategy, we use options to speculate on the possibility of a sharp price swing. We also use options to "hedge" a purchase of the underlying security; in other words, we use an option purchase to limit the potential upside and downside of a security we have purchased for your portfolio. We use "covered calls", in which we sell an option on a security you own. In this strategy, you receive a fee for making the option available, and the person purchasing the option has the right to buy the security from you at an agreed-upon price. We use a "spreading strategy", in which we purchase two or more option contracts (for example, a call option that you buy and a call option that you sell) for the same underlying security. This effectively puts you on both sides of the market, but with the ability to vary price, time and other factors. Risk of Loss. Securities investments are not guaranteed and you can lose money on your investments. We ask that you work with us to help us understand your tolerance for risk. Item 9 Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. 15  Item 10 Other Financial Industry Activities and Affiliations Management personnel and adviser representatives of Capital Management Associates, Inc. may be separately licensed as registered representatives of Capital Management Securities, Inc, an affiliated broker dealer. These individuals, in their separate capacity, can effect securities transactions for which they will receive separate, yet customary compensation. While Capital Management Associates, Inc. and these individuals endeavor at all times to put the interest of the clients first as part of our fiduciary duty, clients should be aware that the receipt of additional compensation itself creates a conflict of interest, and may affect the judgment of these individuals when making recommendations. Management personnel of our firm are also partners in the accounting firm of CMA Tax, where they may be individually licensed and practicing Certified Public Accountants providing accounting services for separate and typical compensation. Capital Management Associates, Inc. may recommend CMA Tax to advisory clients in need of accounting services. Accounting services provided by CMA Tax are separate and distinct from our advisory services, and are provided for separate and typical compensation. There are no referral fee arrangements between our firms for these recommendations. No Capital Management Associates, Inc. client is obligated to use CMA Tax for any accounting services and conversely, no accounting client is obligated to use the advisory services provided by us. CMA Tax's accounting services do not include the authority to sign checks or otherwise disburse funds on any of our advisory client's behalf. Management personnel and or adviser representatives of our firm, in their individual capacities, may be licensed as agents for various insurance companies. As such, these individuals are able to receive separate, yet customary commission compensation resulting from implementing product transactions on behalf of advisory clients. Clients, however, are not under any obligation to engage these individuals when considering implementation of advisory recommendations. The implementation of any or all recommendations is solely at the discretion of the client. Clients should be aware that the receipt of additional compensation by Capital Management Associates, Inc. and its management persons or employees creates a conflict of interest that could impair the objectivity of our firm and these individuals when making advisory recommendations. Capital Management Associates, Inc. endeavors at all times to put the interest of its clients first as part of our fiduciary duty as a registered investment adviser; we take the following steps to address this conflict: • we disclose to clients the existence of all material conflicts of interest, including the potential for our firm and our employees to earn compensation from advisory clients in addition to our firm's advisory fees; • we disclose to clients that they are not obligated to purchase recommended investment products from our employees or affiliated companies; • we collect, maintain and document accurate, complete and relevant client background 16  information, including the client’s financial goals, objectives and risk tolerance; • our firm's management conducts regular reviews of each client account to verify that all recommendations made to a client are suitable to the client’s needs and circumstances; • we require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; • we periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by our firm; and • we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Our firm has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. Capital Management Associates, Inc. and our personnel owe a duty of loyalty, fairness and good faith towards our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code. Our Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by the firm’s access persons. Among other things, our Code of Ethics also requires the prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering. Our code also provides for oversight, enforcement and recordkeeping provisions. Capital Management Associates, Inc.'s Code of Ethics further includes the firm's policy prohibiting the use of material non-public information. While we do not believe that we have any particular access to non-public information, all employees are reminded that such information may not be used in a personal or professional capacity. A copy of our Code of Ethics is available to our advisory clients and prospective clients. You may request a copy by email sent to mglennie@cap-mgt.com, or by calling us at 952-893-1200. Capital Management Associates, Inc. and individuals associated with our firm are prohibited from engaging in principal transactions. 17  Capital Management Associates, Inc. and individuals associated with our firm are prohibited from engaging in agency cross transactions. Our Code of Ethics is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Our firm and/or individuals associated with our firm may buy or sell for their personal accounts securities identical to or different from those recommended to our clients. In addition, any related person(s) may have an interest or position in a certain security(ies) which may also be recommended to a client. It is the expressed policy of our firm that no person employed by us may purchase or sell any security prior to a transaction(s) being implemented for an advisory account, thereby preventing such employee(s) from benefiting from transactions placed on behalf of advisory accounts. As these situations represent actual or potential conflicts of interest to our clients, we have established the following policies and procedures for implementing our firm’s Code of Ethics, to ensure our firm complies with its regulatory obligations and provides our clients and potential clients with full and fair disclosure of such conflicts of interest: 1. No principal or employee of our firm may put his or her own interest above the interest of an advisory client. 2. No principal or employee of our firm may buy or sell securities for their personal portfolio(s) where their decision is a result of information received as a result of his or her employment unless the information is also available to the investing public. 3. It is the expressed policy of our firm that no person employed by us may purchase or sell any security prior to a transaction(s) being implemented for an advisory account. This prevents such employees from benefiting from transactions placed on behalf of advisory accounts. 4. Our firm requires prior approval for any IPO or private placement investments by related persons of the firm. 5. We maintain a list of all reportable securities holdings for our firm and anyone associated with this advisory practice that has access to advisory recommendations ("access person"). These holdings are reviewed on a regular basis by our firm's Chief Compliance Officer or his/her designee. 6. We have established procedures for the maintenance of all required books and records. 7. Clients can decline to implement any advice rendered, except in situations where our firm is granted discretionary authority. 18  8. All of our principals and employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 9. We require delivery and acknowledgement of the Code of Ethics by each supervised person of our firm. 10. We have established policies requiring the reporting of Code of Ethics violations to our senior management. 11. Any individual who violates any of the above restrictions may be subject to termination. As disclosed in the preceding section of this Brochure (Item 10), related persons of our firm may be separately registered as registered representatives of Capital Management Securities, Inc, a broker dealer or licensed as an insurance agent with various insurance companies. Please refer to Item 10 for a detailed explanation of these relationships and important conflict of interest disclosures. Item 12 Brokerage Practices For discretionary clients, Capital Management Associates, Inc. requires these clients to provide us with written authority to determine the custodian to use, evidenced by the new account application signed by all authorized persons. As a matter of policy and practice, Capital Management Associates, Inc. does not block client trades and, therefore, we implement client transactions separately for each account. Consequently, certain client trades may be executed before others, at a different price. Item 13 Review of Accounts INVESTMENT SUPERVISORY SERVICES INDIVIDUAL PORTFOLIO MANAGEMENT REVIEWS: While the underlying securities within Individual Portfolio Management Services accounts are continually monitored, these accounts are reviewed at least quarterly. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. These accounts are reviewed by: Gregory A. Stroh, CEO or Melissa L. Glennie, Chief Compliance Officer. 19  REPORTS: In addition to the monthly/quarterly statements and confirmations of transactions that clients receive from their broker-dealer, we provide quarterly reports summarizing account performance, balances and holdings. MANAGED ACCOUNT PROGRAM REVIEWS: The performance of the registered investment adviser(s) selected to manage client portfolios within our Manager of Managers Program is continually monitored by Capital Management Associates, Inc.. Furthermore, accounts within this program are formally reviewed at least quarterly. More frequent reviews may be triggered by material changes in variables such as the client’s individual circumstances, or the market, political or economic environment. These accounts are reviewed by: Gregory A. Stroh, CEO, and/or Melissa L. Glennie, Chief Compliance Officer. REPORTS: In addition to the monthly/quarterly statements and confirmations of transactions that these clients receive from their respective broker-dealer, the asset manager(s) selected by Capital Management Associates, Inc. to manage the client’s portfolio(s) within our Managed Account Program provides the client with written quarterly performance reports. In addition, Capital Management Associates, Inc. provides our Managed Account Program clients with reports as contracted for at the inception of the advisory relationship. PORTFOLIO MANAGEMENT SERVICES REVIEWS: These accounts are reviewed quarterly. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. These accounts are reviewed by: Gregory A. Stroh, CEO, and/or Melissa L Glennie, Chief Compliance Officer. REPORTS: In addition to the monthly/quarterly statements and confirmations of transactions that Portfolio Management Services clients receive from their broker-dealer, Capital Management Associates, Inc. will provide quarterly reports summarizing account performance, balances and holdings. FINANCIAL PLANNING SERVICES REVIEWS: While reviews may occur at different stages depending on the nature and terms of the specific engagement, typically no formal reviews will be conducted for Financial 20  Planning clients unless otherwise contracted for. REPORTS: Financial Planning clients will receive a completed written analysis. Additional reports will not typically be provided unless otherwise contracted for. Item 14 Client Referrals and Other Compensation It is Capital Management Associates, Inc.'s policy to engage solicitors for referring potential clients to our firm. These engagements are regulated by a signed contract. It is Capital Management Associates, Inc.'s policy not to accept or allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Item 15 Custody We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that our firm directly debits advisory fees from client accounts. As part of this 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. Capital Management Associates, Inc. sends the client a copy of the invoice showing the calculation of the fee, and instructing the client that the invoice has been sent to the custodian for fee payment. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement. Our firm has custody of client assets as we have limited authority pursuant to standing letters of instruction, established by a client with a custodian. Item 16 Investment Discretion If, and only if, clients hire us to provide discretionary asset management services, we have the ability to place trades in a client's account without contacting the client prior to each trade. Our discretionary authority includes the ability to do the following without contacting the client: • Determine the security to buy or sell; and/or • Determine the amount of the security to buy or sell; and/or Determine the timing of the purchase or sale of the security •  Clients give us discretionary authority when they sign a discretionary agreement with our firm, and may limit this authority by giving us written instructions. Clients can also change/ amend such limitations by once again providing us with written instructions. Item 17 Voting Client Securities As a matter of firm policy, we do not vote proxies on behalf of clients. Therefore, although our firm may provide investment advisory services relative to client investment assets, 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. Clients are responsible for instructing each custodian of the assets, to forward to the client copies of all proxies and shareholder communications relating to the client’s investment assets. We may provide clients with consulting assistance regarding proxy issues if they contact us with questions at our principal place of business. Item 18 Financial Information Capital Management Associates, Inc. has no additional financial circumstances to report. Under no circumstances do we require or solicit payment of fees in excess of $1200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. Capital Management Associates, Inc. has not been the subject of a bankruptcy petition at any time during the past ten years. 22