Gibbs Wealth Management, LLC

Brochure Form ADV Part 2A Gibbs Wealth Management, LLC 3980 Old Milton Parkway Alphare(cid:425)a, Georgia 30005 (678) 694-8770 h(cid:425)ps://gibbswealthria.com This Brochure provides informa(cid:415)on about the qualifica(cid:415)ons and business prac(cid:415)ces of Gibbs Wealth Management, LLC (“Gibbs,” “the Adviser,” “the firm,” “we,” “us,” “our”). If you have any ques(cid:415)ons about the contents of this Brochure, please contact us at (678) 694-8770. The informa(cid:415)on in this Brochure has not been approved or verified by the United States Securi(cid:415)es and Exchange Commission (the “SEC”) or by any state securi(cid:415)es authority. Gibbs is a registered investment advisor. Investment advisor registra(cid:415)on does not imply a certain level of skill or training. Addi(cid:415)onal informa(cid:415)on about Gibbs is available on the SEC's website at www.adviserinfo.sec.gov. The SEC’s website also provides informa(cid:415)on about those individuals who are registered as investment advisor representa(cid:415)ves (“IARs”) of Gibbs. Updated: April 22, 2026 1 | P a g e  Item 2: Material Changes This Brochure is dated April 22, 2026. Our last annual update was March 31, 2026. Since our last annual update, we have made the following changes:  Enhanced disclosures regarding insurance ac(cid:415)vi(cid:415)es in Items 5 and 10 to clarify that certain supervised persons are licensed insurance agents and may receive commissions for the sale of insurance products, which creates a conflict of interest.  Updated personal trading and Code of Ethics disclosures in Item 11 to clarify that employees may hold securi(cid:415)es also held within the Model Por(cid:414)olios used in client accounts and described Gibbs’s conflict-mi(cid:415)ga(cid:415)on procedures.  Updated proxy vo(cid:415)ng disclosure in Item 17 to clarify that Gibbs does not vote proxies and does not provide specific vo(cid:415)ng recommenda(cid:415)ons.  Added disclosure regarding use of endorsements in marke(cid:415)ng materials. Addi(cid:415)onal informa(cid:415)on is provided in Item 14 of this Brochure.  Updated third-party ra(cid:415)ngs in marke(cid:415)ng materials and compensates certain promoters for providing tes(cid:415)monials or endorsements.  Added disclosure regarding a related person’s real estate business. Addi(cid:415)onal informa(cid:415)on is provided in Item 10 of this Brochure.  Updated Item 12 to reflect that Gibbs no longer recommends broker-dealers.  Updated the President of Gibbs as a control person. Addi(cid:415)onal informa(cid:415)on is provided in Item 10 of this Brochure.  Updated Item 9 to reflect disciplinary informa(cid:415)on involving certain supervised persons, including: o a civil judicial proceeding involving allega(cid:415)ons related to the sale of unregistered securi(cid:415)es that was resolved through se(cid:425)lement, o a pending civil ac(cid:415)on in Minnesota state court alleging misrepresenta(cid:415)ons in connec(cid:415)on with an investment strategy involving life insurance policies, in cease-and-desist orders and o two state regulatory ac(cid:415)ons resul(cid:415)ng administra(cid:415)ve penal(cid:415)es, and o customer-ini(cid:415)ated civil ac(cid:415)ons and a wri(cid:425)en customer complaint involving investment-related allega(cid:415)ons.  Appointed a new Chief Compliance Officer, who is also iden(cid:415)fied as a control person. Addi(cid:415)onal informa(cid:415)on is provided in Items 10 of this Brochure. 2 | P a g e  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 7 Item 6: Performance-Based Fees and Side-by-Side Management 11 Item 7: Types of Clients 11 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss 12 Item 9: Disciplinary Information 16 Item 10: Other Financial Industry Activities and A(cid:431)iliations 18 Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading 20 Item 12: Brokerage Practices 23 Item 13: Review of Accounts 25 Item 14: Client Referrals and Other Compensation 26 Item 15: Custody 29 Item 16: Investment Discretion 30 Item 17: Voting Client Securities 31 Item 18: Financial Information 31 3 | P a g e  Item 4: Advisory Business Ownership Gibbs Wealth Management, LLC (“Gibbs”) was founded on September 14, 2015, and became a registered investment adviser in November 2015. The firm was established prior to registra(cid:415)on approval in prepara(cid:415)on for the formal applica(cid:415)on with the State of Georgia. No advisory services were provided before registra(cid:415)on approval. Edward Byron Gibbs is the sole owner of the firm. Under CCR Sec(cid:415)on 260.238(k), Gibbs, its representa(cid:415)ves, and its employees will disclose all material conflicts of interest to clients. This cita(cid:415)on is required by the State of California and may not apply in other jurisdic(cid:415)ons where Gibbs conducts business. Firm Overview Gibbs provides discre(cid:415)onary investment advisory services to individuals, families, and other clients. These services are primarily delivered through the Advisor-Directed Model Management program, which u(cid:415)lizes third-party pla(cid:414)orms and investment managers to construct, maintain, and implement Model Por(cid:414)olios. Gibbs does not directly select individual securi(cid:415)es for client accounts. Instead, Gibbs evaluates each client’s financial situa(cid:415)on, goals, and risk tolerance and selects an appropriate Model Por(cid:414)olio designed and managed by third-party investment managers. Types of Advisory Services Use of Third-Party Platforms and Investment Managers Gibbs u(cid:415)lizes the services of:  Orion Por(cid:414)olio Solu(cid:415)ons (“OPS”) – provides account administra(cid:415)on, technology, repor(cid:415)ng, and trade implementa(cid:415)on; and  Orion OCIO (formerly TownSquare Capital, “TSC”) – provides Model Por(cid:414)olios, por(cid:414)olio construc(cid:415)on, model-delivery, and investment management services. These firms design, maintain, and implement the Model Por(cid:414)olios used in client accounts. OPS and Orion OCIO also select the broker-dealer and custodian for accounts managed through their pla(cid:414)orms. Gibbs retains discre(cid:415)onary authority to select the Model Por(cid:414)olio for each client and to make changes to the selected model when appropriate. 4 | P a g e  Use of Third-Party Options Strategist In limited circumstances, Gibbs may recommend or select ZEGA Investments, LLC (“ZEGA”) to manage an op(cid:415)ons-based strategy for clients who hold a significant concentrated posi(cid:415)on and seek to hedge risk or generate income through covered-call wri(cid:415)ng. ZEGA provides discre(cid:415)onary management of these strategies, including the implementa(cid:415)on of op(cid:415)ons trades. Gibbs determines whether the use of ZEGA is appropriate based on the client’s objec(cid:415)ves, risk tolerance, and overall financial situa(cid:415)on. Discretionary Authority Clients grant Gibbs discre(cid:415)onary authority through the advisory agreement and through the program agreements governing the OPS and Orion OCIO pla(cid:414)orms.  Gibbs exercises discre(cid:415)on in selec(cid:415)ng and changing Model Por(cid:414)olios.  Orion OCIO exercises discre(cid:415)on in designing and upda(cid:415)ng its Model Por(cid:414)olios.  OPS and Orion OCIO exercise discre(cid:415)on in implemen(cid:415)ng trades to align client accounts with the selected models. Client Tailoring and Restrictions Gibbs selects Model Por(cid:414)olios based on each client’s investment objec(cid:415)ves and risk profile. Clients may request reasonable restric(cid:415)ons on certain securi(cid:415)es or types of securi(cid:415)es, however, restric(cid:415)ons that prevent implementa(cid:415)on of a Model Por(cid:414)olio may limit the client’s ability to par(cid:415)cipate in that model. Gibbs’s Role Gibb’s responsibili(cid:415)es include:  Conduc(cid:415)ng client discovery and suitability analysis  Recommending and selec(cid:415)ng Model Por(cid:414)olios  Monitoring the client’s selected model  Reviewing the client’s financial situa(cid:415)on and objec(cid:415)ves  Recommending changes when appropriate  Serving as the primary client rela(cid:415)onship manager Gibbs does not:  Execute trades  Select broker-dealers for OPS/OCIO accounts  Provide direct por(cid:414)olio management  Construct or maintain the Model Por(cid:414)olios These func(cid:415)ons are performed by OPS and Orion OCIO. 5 | P a g e  Revenue-Sharing Agreements Gibbs receives compensa(cid:415)on from OPS and Orion OCIO under revenue-sharing arrangements based on assets under management on their pla(cid:414)orms. These arrangements create conflict of interest because Gibbs has an incen(cid:415)ve to recommend or maintain client assets on these pla(cid:414)orms. This conflict is mi(cid:415)gated through:  Full disclosure  Supervisory oversight  Gibbs’s fiduciary duty to act in the client’s best interest  The client’s ability to accept or decline the use of these services Educational Seminars and Workshops From (cid:415)me to (cid:415)me, Gibbs offers educa(cid:415)onal seminars and workshops for clients and prospec(cid:415)ve clients. These events provide general investment and financial educa(cid:415)on on topics such as re(cid:415)rement planning, risk considera(cid:415)ons, and long-term investment principles. The seminars are provided at no cost and do not include individualized investment advice. A(cid:425)endance at a seminar does not create an advisory rela(cid:415)onship with Gibbs, and no a(cid:425)endee is required to engage Gibbs for advisory services. Wrap Fee Programs Gibbs does not sponsor any wrap fee programs. Assets Under Management As of December 31, 2025, Gibbs managed $1,045,821,925 in discre(cid:415)onary assets and $19,000,000 in non-discre(cid:415)onary assets, for a total of $1,064,821,925 in regulatory assets under management. 6 | P a g e  Item 5: Fees and Compensation Advisory Fees Gibbs charges an annual asset-based advisory fee for discre(cid:415)onary por(cid:414)olio management services provided through the Advisor-Directed Model Management program sponsored by OPS and Orion OCIO. The advisory fee is expressed as a percentage of the market value of the assets under management and is disclosed in the client’s advisory agreement. Total fees to the client—including Gibbs’s advisory fee, pla(cid:414)orm fees, and Strategist or model management fees—will not exceed 3% of assets under management per year. Fees may be nego(cid:415)able based on factors such as account size, services requested, householding, and the overall rela(cid:415)onship with Gibbs. Advisory fees are typically billed quarterly in advance based on the account value as of the last business day of the prior quarter. Fees are generally deducted directly from client accounts by the custodian upon wri(cid:425)en authoriza(cid:415)on from the client. If a client ini(cid:415)ates or terminates services during a billing period, the fee will be prorated based on the number of days services were provided. Any unearned fees paid in advance will be refunded on a prorated basis. Billing Methods Fees are deducted directly from a designated client account. Clients must provide advance wri(cid:425)en authoriza(cid:415)on for direct debi(cid:415)ng of their investment account. Addi(cid:415)onal informa(cid:415)on regarding fee deduc(cid:415)on and custody is provided in Item 15 of this Brochure. Other Fees and Expenses Orion OCIO Orion OCIO provides Model Por(cid:414)olios and investment management services through the Advisor-Directed Model Management program. Orion OCIO charges a separate investment management fee, which is exclusive of and in addi(cid:415)on to Gibbs’s advisory fee. Orion OCIO does not receive any por(cid:415)on of the advisory fee charged by Gibbs. Orion OCIO fees are billed quarterly in advance based on the prior quarter-end balance and are prorated for accounts opened or closed mid-billing period. Gibbs receives a por(cid:415)on of Orion OCIO’s investment management fee under a revenue-sharing arrangement. This creates a conflict of interest because Gibbs has an incen(cid:415)ve to recommend or maintain client assets in Orion OCIO strategies. This conflict is mi(cid:415)gated through full disclosure, supervisory oversight, and Gibbs’s fiduciary obliga(cid:415)on to act in the client’s best interest. 7 | P a g e  Orion OCIO Fee Schedule Strategy Management Fee (Households between $0mm and $3mm) 0.70% 0.80% 0.40% 0.35% 0.35% 0.45% 0.30% 0.30% Management Fee (Households over $3mm) 0.65% 0.75% 0.40% 0.30% 0.30% 0.40% 0.30% 0.30% Partner SMAs TSC Global Conviction Custom Bond Ladders TSC BRIX TSC Asset Alloca(cid:415)on Models TSC Brix Tac(cid:415)cal High Yield TSC Trading Services Cash Management Bond Portfolio Orion OCIO fees are in addi(cid:415)on to the Gibbs’s advisory fee and any custodial or transac(cid:415)on fees charged by the custodian. OPS OPS provides pla(cid:414)orm administra(cid:415)on, technology, repor(cid:415)ng, and trade implementa(cid:415)on services. OPS charges a pla(cid:414)orm administra(cid:415)on fee that is exclusive of and in addi(cid:415)on to Gibbs’s advisory fee. OPS does not receive any por(cid:415)on of the advisory fee charged by Gibbs. OPS fees are billed monthly in arrears based on the average daily balance of the prior month and are prorated for accounts opened or closed mid-billing period. Gibbs receives compensa(cid:415)on from OPS under a revenue-sharing arrangement based on assets under management on the OPS pla(cid:414)orm. This creates a conflict of interest because Gibbs has an incen(cid:415)ve to recommend or maintain client assets on the OPS pla(cid:414)orm. This conflict is mi(cid:415)gated through disclosure, supervisory oversight, and Gibbs’s fiduciary duty. OPS Fee Schedule – Exis(cid:415)ng Clients Account Size $0-$50,000 $50,000-$100,000 $100,000-$500,000 $500,000-$1,000,000 $1,000,000-5,000,000 $5,000,001+ Percentage 0.45% 0.30% 0.20% 0.15% 0.10% 0.08% 8 | P a g e  OPS Fee Schedule – New Clients Account Size $0-$100,000 $100,000-$250,000 $250,000-$1,000,000 $1,000,000+ Percentage 0.35% 0.30% 0.20% 0.00% OPS fees are automa(cid:415)cally deducted from client accounts by OPS, and OPS remits Gibbs’s por(cid:415)on of the fees. ZEGA ZEGA charges an annualized management fee of 0.45% of assets under management, calculated based on the end-of-quarter account value. This fee is exclusive of, and in addi(cid:415)on to, Gibbs’s advisory fee. ZEGA does not receive any por(cid:415)on of the advisory fee charged by Gibbs. Fees charged by ZEGA may be higher than those charged by other investment advisers for comparable services, and lower-cost alterna(cid:415)ves may be available. Fees are prorated for accounts opened or closed mid-billing period. Additional Client Fees and Expenses Mutual Fund and Exchange-Traded Fund (“ETF”) Expenses Investments in mutual funds and ETFs include internal management fees and opera(cid:415)ng expenses charged by the fund. These expenses are described in each fund’s prospectus. Clients invested in mutual funds or ETFs will bear two layers of fees:  Gibbs’s advisory fee  The internal expenses of the mutual fund or ETF Custodial and Transaction Fees Custodians may charge fees for:  Purchases or sales of stocks, bonds, ETFs, and mutual funds  Mutual fund transac(cid:415)on fees  Postage and handling  Regulatory and exchange fees OPS and Orion OCIO report Charles Schwab & Co. (“Schwab”) fees such as a $50 full outgoing ACAT transfer fee. OPS Ancillary Fees OPS charges the following addi(cid:415)onal fees:  Account Maintenance Fee: $50 annually  Termina(cid:415)on Fee: $75 per account for full outgoing distribu(cid:415)ons 9 | P a g e  No Performance Based Fees Gibbs does not charge performance-based fees or fees based on a share of capital gains or capital apprecia(cid:415)on of client assets. Third Party Membership and Listing Fees Gibbs may pay standard membership, lis(cid:415)ng, or par(cid:415)cipa(cid:415)on fees to third-party organiza(cid:415)ons such as the Be(cid:425)er Business Bureau (“BBB”), Forbes Councils, or other professional or business directories. These fees are paid for membership or lis(cid:415)ng purposes only and are not based on client referrals, the amount of client assets managed, or the provision of advisory services. These organiza(cid:415)ons do not provide investment advice or supervisory oversight of Gibbs. Gibbs does not receive external compensa(cid:415)on for the sale of securi(cid:415)es to clients. Insurance Compensation Certain supervised persons of Gibbs are licensed insurance agents and may receive commissions or other sales-based compensa(cid:415)on for the sale of insurance products to advisory clients. These commissions are separate from and in addi(cid:415)on to Gibbs’s advisory fees, and clients may incur higher overall costs when purchasing insurance products through these individuals. Clients are not obligated to purchase insurance products through supervised persons of Gibbs and may obtain insurance through any provider of their choosing. This arrangement creates a conflict of interest because supervised persons have an incen(cid:415)ve to recommend insurance products that pay commissions. This conflict is mi(cid:415)gated through disclosure, supervisory procedures, and Gibbs’s fiduciary obliga(cid:415)on to act in the client’s best interest. Fee Negotiation and Householding Grouping Gibbs may, at its discre(cid:415)on, aggregate related accounts for billing purposes or reduce fees for clients with mul(cid:415)ple accounts or family rela(cid:415)onships. Amendments to the Advisory Agreement and Terminations Gibbs may amend the advisory agreement, including changes to the fee schedule, by providing advance wri(cid:425)en no(cid:415)ce to clients. Unless the client objects in wri(cid:415)ng within the no(cid:415)ce period specified in the agreement, the amendment will become effec(cid:415)ve through nega(cid:415)ve consent. Clients may terminate the advisory agreement at any (cid:415)me if they do not agree to the amended terms. Clients may terminate their account within five (5) business days of signing the advisory agreement without fee or penalty. For accounts closed mid-month, Gibbs will be en(cid:415)tled to a prorated fee for the days service was provided. 10 | P a g e  Item 6: Performance-Based Fees and Side-by-Side Management Performance-Based Fees Gibbs does not charge performance-based fees. Advisory fees are not based on a share of capital gains or capital apprecia(cid:415)on of the assets in a client’s account. Side-by-Side Management Because Gibbs does not manage any accounts with performance-based fee arrangements, the conflicts of interest typically associated with side-by-side management—such as alloca(cid:415)ng investment opportuni(cid:415)es among accounts with differing fee structures—do not apply. Item 7: Types of Clients Gibbs generally provides investment advisory services to individuals and high-net-worth individuals. Client rela(cid:415)onships vary in scope, complexity, and dura(cid:415)on based on each client’s financial situa(cid:415)on, investment objec(cid:415)ves, and overall needs. Account Minimums Gibbs generally requires a minimum of $25,000 to open and maintain an account on the investment pla(cid:414)orms used by the firm. This minimum is based on the requirements of the third-party pla(cid:414)orms and custodians u(cid:415)lized for client accounts. Gibbs may, in its sole discre(cid:415)on, accept accounts with lesser assets when doing so is consistent with the client’s needs and Gibbs’s service model. 11 | P a g e  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis Gibbs evaluates each client’s financial situa(cid:415)on, investment objec(cid:415)ves, and risk tolerance and selects an appropriate Model Por(cid:414)olio available through the OPS and Orion OCIO pla(cid:414)orms. Gibbs does not directly select individual securi(cid:415)es for client accounts. The Model Por(cid:414)olios used in client accounts are created and maintained by third-party investment managers (“Strategists”) made available through the OPS and Orion OCIO pla(cid:414)orms. Strategists may use one or more of the following methods of analysis:  Fundamental analysis – evalua(cid:415)ng economic, financial, and issuer-specific factors.  Technical analysis – evalua(cid:415)ng price pa(cid:425)erns, market trends, and trading volume.  Quan(cid:415)ta(cid:415)ve analysis – using mathema(cid:415)cal models, factor-based approaches, and sta(cid:415)s(cid:415)cal techniques.  Macroeconomic analysis – evalua(cid:415)ng interest rates, infla(cid:415)on, monetary policy, and global economic condi(cid:415)ons. OPS and Orion OCIO implement trades in client accounts to align them with the selected Model Por(cid:414)olios. Investment Strategies The Model Por(cid:414)olios available through OPS and Orion OCIO may include a combina(cid:415)on of: Individual equi(cid:415)es or fixed-income securi(cid:415)es (depending on the Strategist)  ETFs  Mutual funds   Alterna(cid:415)ve or non-tradi(cid:415)onal investments (where appropriate)  Tac(cid:415)cal or strategic asset-alloca(cid:415)on approaches Strategies may be:  Strategic (long-term alloca(cid:415)on)  Tac(cid:415)cal (periodic adjustments based on market condi(cid:415)ons)  Factor-based or rules-based  Risk-based (e.g., conserva(cid:415)ve, moderate, aggressive) Gibbs selects the Model Por(cid:414)olio that aligns with the client’s goals and risk profile and may recommend changes if the client’s circumstances change. Options-Based Strategies Managed by Zega For clients with a large concentrated posi(cid:415)on, Gibbs may engage ZEGA to implement an op(cid:415)ons-based strategy, including hedging, protec(cid:415)ve op(cid:415)ons, or covered-call wri(cid:415)ng. These 12 | P a g e  strategies involve significant risks, including the poten(cid:415)al for loss of premium, assignment risk, limited upside par(cid:415)cipa(cid:415)on, and the possibility that hedging may not be effec(cid:415)ve. Op(cid:415)ons strategies are not suitable for all clients and are used only when appropriate based on the client’s circumstances. Material Risks of Investment Strategies All investments involve risk, including the risk of loss of principal. Clients should be prepared to bear investment losses, including the poten(cid:415)al loss of the en(cid:415)re amount invested. Material risks associated with the strategies used in Model Por(cid:414)olios include, but are not limited to: Market Risk The value of securi(cid:415)es may decline due to general market condi(cid:415)ons, economic events, geopoli(cid:415)cal developments, or investor sen(cid:415)ment. Equity Risk Equity securi(cid:415)es may experience greater vola(cid:415)lity and risk of loss than other asset classes. Fixed-Income Risk Fixed-income securi(cid:415)es are subject to interest-rate risk, credit risk, infla(cid:415)on risk, and liquidity risk. ETF and Mutual Fund Risk Investments in ETFs and mutual funds involve the risks of the underlying securi(cid:415)es and may include addi(cid:415)onal expenses. Tactical Strategy Risk Tac(cid:415)cal strategies may underperform due to (cid:415)ming errors, market vola(cid:415)lity, or unexpected economic condi(cid:415)ons. Quantitative and Model Risk Model-based strategies rely on assump(cid:415)ons, data inputs, and algorithms that may not perform as expected in all market condi(cid:415)ons. Third-Party Manager Risk Because Gibbs relies on third-party Strategists for Model Por(cid:414)olio construc(cid:415)on and updates, there is a risk that a Strategist’s methodology, assump(cid:415)ons, or decisions may not achieve the desired results. Platform and Operational Risk OPS and Orion OCIO provide trading, rebalancing, and opera(cid:415)onal support. System failures, delays, or errors may affect account performance or trading ac(cid:415)vity. Additional General Investment Risks Inves(cid:415)ng in securi(cid:415)es involves risk of loss that clients should be prepared to bear. Investment performance cannot be predicted or guaranteed, and the value of a client’s assets will fluctuate 13 | P a g e  due to market condi(cid:415)ons and other factors. Risks may include, but are not limited to, the following: Interest Rate Risk The risk that the value of fixed income securi(cid:415)es will decline when interest rates rise. Longer-term bonds generally experience greater price sensi(cid:415)vity to interest rate changes. Market Risk The risk that the value of securi(cid:415)es may decline due to broad market movements, economic condi(cid:415)ons, geopoli(cid:415)cal events, or other external factors affec(cid:415)ng the overall financial markets. Inflation Risk The risk that rising prices will erode the purchasing power of investment returns. If investments do not keep pace with infla(cid:415)on, the real value of a client’s assets may decline. Currency Risk The risk that changes in foreign exchange rates will affect the value of investments denominated in currencies other than the U.S. dollar. Reinvestment Risk The risk that future proceeds from investments—such as interest or principal payments—may need to be reinvested at lower interest rates than the original investment. Business and Issuer-Specific Risk The risk that the financial condi(cid:415)on or performance of a specific company or issuer will nega(cid:415)vely affect the value of its securi(cid:415)es, regardless of broader market condi(cid:415)ons. Liquidity Risk The risk that a security may be difficult to sell at an advantageous (cid:415)me or price. In stressed markets, certain securi(cid:415)es may become illiquid or may only be sold at a significant discount. Financial and Credit Risk The risk that an issuer may be unable to meet its financial obliga(cid:415)ons, including interest or principal payments. Lower-rated or high-yield securi(cid:415)es generally carry higher credit risk. Trading Risk The risk that frequent trading may result in higher transac(cid:415)on costs, tax consequences, or reduced investment performance. Short-term market movements can be unpredictable and may lead to losses. Equity Risk The risk that the value of equity securi(cid:415)es may fluctuate due to company-specific factors, industry developments, or overall market condi(cid:415)ons. Mutual Fund and ETF Risk Mutual funds and ETFs are subject to the risks of their underlying investments. ETFs may trade at a premium or discount to their net asset value, and both vehicles may experience market, management, and liquidity risks. 14 | P a g e  Fixed Income Risk Fixed income securi(cid:415)es are subject to interest rate, credit, infla(cid:415)on, and liquidity risks. When interest rates rise, the value of exis(cid:415)ng bonds typically falls. Issuers may also default on payments. Horizon and Longevity Risk The risk that a client’s investment (cid:415)me horizon may be shorter or longer than an(cid:415)cipated, or that a client may outlive their assets. Changes in personal circumstances may require adjustments to investment strategies. Regulatory and Legislative Risk The risk that changes in laws, regula(cid:415)ons, tax rules, or government policies may affect the value of investments or the opera(cid:415)on of financial markets. Cybersecurity and Operational Risk The risk of financial loss or disrup(cid:415)on due to cybersecurity breaches, system failures, data corrup(cid:415)on, or other opera(cid:415)onal issues affec(cid:415)ng Gibbs, custodians, or third-party service providers. Clients should review the Form ADV Part 2A of any third-party Strategist or investment manager for addi(cid:415)onal risks associated with their specific strategies. Risk of Loss Inves(cid:415)ng in securi(cid:415)es involves risk of loss that clients should be prepared to bear. Past performance of any Model Por(cid:414)olio, Strategist, or investment strategy does not guarantee future results. Gibbs does not represent or guarantee that any investment strategy will achieve its objec(cid:415)ves. 15 | P a g e  Item 9: Disciplinary Information Criminal or Civil Actions Gibbs has not been involved in any criminal or civil ac(cid:415)ons. However, one of Gibbs’s supervised persons has been the subject of an investment-related civil judicial proceeding involving allega(cid:415)ons connected to the sale of unregistered securi(cid:415)es and related conduct. The ma(cid:425)er was resolved through se(cid:425)lement and resulted in a monetary payment. Another of Gibbs’s supervised persons has been named as a defendant in a civil ac(cid:415)on filed in the Third Judicial District Court of the State of Minnesota, County of Olmsted. The plain(cid:415)ffs generally allege that the defendants made misrepresenta(cid:415)ons in connec(cid:415)on with an investment strategy involving the sale of life insurance policies and assert various claims under common law and state statutes. The supervised person denies the allega(cid:415)ons and is vigorously defending the ma(cid:425)er. Administrative Enforcement Proceedings Gibbs has not been the subject of any administra(cid:415)ve enforcement proceedings. However, one of Gibbs’s supervised persons has been the subject of two state regulatory ac(cid:415)ons. The Michigan Department of Insurance and Financial Services and the Michigan Department of Licensing and Regulatory Affairs each issued cease-and-desist orders and imposed civil administra(cid:415)ve penal(cid:415)es in connec(cid:415)on with alleged viola(cid:415)ons of state insurance and securi(cid:415)es laws. Both ma(cid:425)ers resulted in final orders. Another of Gibbs’s supervised persons has been the subject of a state regulatory ac(cid:415)on. The Commissioner of Securi(cid:415)es and Insurance, State of Montana, issued an administra(cid:415)ve order and imposed a civil monetary penalty in connec(cid:415)on with alleged viola(cid:415)ons of state regulatory requirements. The ma(cid:425)er resulted in a final order. Self-Regulatory Organization Enforcement Proceedings Gibbs and its management persons have not been involved in any self-regulatory organiza(cid:415)on disciplinary proceedings. Customer-Initiated Civil Actions One of Gibbs’s supervised persons has been named in several customer-ini(cid:415)ated civil ac(cid:415)ons filed in Michigan state courts involving investments in Woodbridge-related real-estate securi(cid:415)es. The complaints included allega(cid:415)ons such as misrepresenta(cid:415)on, omissions, negligence, breach of fiduciary duty, viola(cid:415)ons of state securi(cid:415)es laws, and similar investment-related claims. Each of these ma(cid:425)ers was se(cid:425)led. Another of Gibbs’s supervised persons was the subject of a wri(cid:425)en customer complaint alleging misrepresenta(cid:415)ons in connec(cid:415)on with an investment strategy involving the sale of life insurance 16 | P a g e  policies. The complaint sought monetary damages and asserted that the supervised person’s recommenda(cid:415)ons were unsuitable. The supervised person denies the allega(cid:415)ons. Addi(cid:415)onal informa(cid:415)on regarding these events is available in the supervised person’s public disclosure record at Investor.gov/CRS or through FINRA’s BrokerCheck system. 17 | P a g e  Item 10: Other Financial Industry Activities and A(cid:431)iliations Broker-Dealer A(cid:431)iliations None. Futures or Commodity Registration None. Insurance Activities and Related Conflicts of Interest Managing Member Edward Gibbs is also an independent licensed insurance agent with Gibbs Financial Group. In this capacity, he may receive commissions for the sale of insurance products. Other investment adviser representa(cid:415)ves of Gibbs may also be licensed insurance agents and may receive commissions for insurance sales. These arrangements create a conflict of interest because Gibbs and its supervised persons have an incen(cid:415)ve to recommend insurance products based on the compensa(cid:415)on received. This conflict is mi(cid:415)gated through:  Full disclosure  Supervisory oversight  Gibbs’s fiduciary duty to act in the client’s best interest  The client’s ability to obtain insurance products through any agent of their choosing Clients are not required to purchase insurance products through its supervised persons. Third-Party Investment Adviser – ZEGA Gibbs recommends or selects ZEGA to provide discre(cid:415)onary management of op(cid:415)ons-based strategies for certain clients. Gibbs does not receive compensa(cid:415)on from ZEGA and does not have any ownership or other financial interest in ZEGA. Clients are not required to use ZEGA and may request alterna(cid:415)ve approaches. Banking of Thrift Institution A(cid:431)iliations None. Relationships with Third-Party Investment Managers and Platforms Gibbs u(cid:415)lizes the services of OPS and Orion OCIO, both independent SEC-registered investment advisers, to provide Model Por(cid:414)olios, por(cid:414)olio construc(cid:415)on, model-delivery, and trade implementa(cid:415)on services. OPS and Orion OCIO design and maintain Model Por(cid:414)olios and implement trades in client accounts to align them with the selected models. These firms also select the broker-dealer and custodian for accounts managed through their pla(cid:414)orms. 18 | P a g e  Gibbs retains discre(cid:415)onary authority to select the Model Por(cid:414)olio(s) appropriate for each client and remains responsible for determining suitability, providing ongoing advice, and monitoring the client’s selected model. Gibbs has revenue-sharing arrangements with OPS and Orion OCIO under which Gibbs receives compensa(cid:415)on based on assets under management on their pla(cid:414)orms. These arrangements create a conflict of interest because Gibbs has an incen(cid:415)ve to recommend or maintain client assets with these firms. This conflict is mi(cid:415)gated through:  Full disclosure  Supervisory oversight  Gibbs’s fiduciary duty to act in the client’s best interest  The client’s ability to accept or decline the use of these services Third-Party Ratings, Memberships, and Listings Gibbs may reference third-party ra(cid:415)ngs, memberships, directory lis(cid:415)ngs, or media pla(cid:414)orms (such as the Be(cid:425)er Business Bureau or professional councils) in its marke(cid:415)ng materials. These organiza(cid:415)ons are independent of Gibbs and determine their own criteria, methodologies, and lis(cid:415)ng standards. Any ra(cid:415)ng, badge, or lis(cid:415)ng should not be interpreted as an endorsement or assurance regarding the quality of Gibbs’s services. Gibbs may pay standard membership, lis(cid:415)ng, or par(cid:415)cipa(cid:415)on fees to these organiza(cid:415)ons; such fees are not based on client referrals, advisory services, or the amount of client assets managed. These rela(cid:415)onships do not involve the provision of investment advice, do not create supervisory authority over Gibbs, and do not cons(cid:415)tute promoter or solicitor arrangements. Commodity, Futures, or Derivatives Applications None. Real Estate A(cid:431)iliations None. Other Business Activities Real Estate Holding Company — Passive Ownership The supervised person is the owner of a real estate holding company that owns and manages real property. The company does not engage in real estate brokerage, sales, or advisory services, and it does not conduct business with advisory clients. This ac(cid:415)vity is passive and does not create a conflict of interest with advisory clients. 19 | P a g e  Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics Overview Gibbs has adopted a Code of Ethics (“the Code”) that establishes standards of conduct for the firm and its supervised persons and reinforces Gibbs’s fiduciary obliga(cid:415)ons to clients. The Code requires supervised persons to comply with applicable federal securi(cid:415)es laws, place client interests ahead of their own, and avoid or disclose conflicts of interest that may affect the advice provided to clients. The Code includes policies rela(cid:415)ng to personal securi(cid:415)es transac(cid:415)ons, repor(cid:415)ng requirements for Access Persons, restric(cid:415)ons on certain types of investments, and procedures designed to prevent the misuse of material nonpublic informa(cid:415)on. Gibbs will provide a copy of its Code of Ethics to any client or prospec(cid:415)ve client upon request. Standards of Conduct Gibbs and its supervised persons owe a fiduciary duty to clients, which includes both a duty of care and a duty of loyalty. In prac(cid:415)ce, supervised persons must:  Place the interests of clients ahead of their own  Provide advice that is in the client’s best interest based on a reasonable understanding of the client’s objec(cid:415)ves  Seek best execu(cid:415)on of client transac(cid:415)ons when Gibbs has such responsibility  Make full and fair disclosure of all material facts, including conflicts of interest  Avoid misleading statements or omissions in communica(cid:415)ons with clients  Maintain the confiden(cid:415)ality of client informa(cid:415)on  Comply with applicable securi(cid:415)es laws and Gibbs’s internal policies Supervised persons are expected to conduct themselves with honesty, integrity, and professionalism in all dealings with clients, regulators, and colleagues. Any supervised person who becomes aware of a poten(cid:415)al viola(cid:415)on of the Code of Ethics must promptly report it to the Chief Compliance Officer. Personal Trading Personal Trading Policies Gibbs maintains personal trading policies designed to iden(cid:415)fy and mi(cid:415)gate conflicts of interest that may arise when Access Persons buy or sell securi(cid:415)es for their own accounts. These policies help ensure that personal securi(cid:415)es transac(cid:415)ons do not interfere with Gibbs’s fiduciary obliga(cid:415)ons to clients. 20 | P a g e  Access Person Reporting Requirements Access Persons must provide Gibbs with reports of their personal securi(cid:415)es holdings and transac(cid:415)ons, as required under Rule 204A-1 of the Investment Advisers Act. These reports allow Gibbs to monitor for poten(cid:415)al conflicts between personal trading and client trading ac(cid:415)vity. Access Persons must submit: Ini(cid:415)al Holdings Report within 10 days of becoming an Access Person   Annual Holdings Report at least once every 12 months  Quarterly Transac(cid:415)on Reports within 30 days a(cid:332)er each calendar quarter Access Persons must also disclose all brokerage accounts in which they have a direct or indirect beneficial interest. Pre-Clearance Requirements Access Persons must obtain pre-approval from the Chief Compliance Officer before purchasing securi(cid:415)es in: Ini(cid:415)al Public Offerings (“IPOs”)   Private placements or limited offerings Pre-clearance helps Gibbs iden(cid:415)fy poten(cid:415)al conflicts of interest and ensure that Access Persons do not take advantage of investment opportuni(cid:415)es that may be appropriate for clients. Restrictions on Personal Trading Access Persons may not:  Use informa(cid:415)on regarding client transac(cid:415)ons or recommenda(cid:415)ons for personal benefit  Engage in personal transac(cid:415)ons that conflict with client interests  Trade in a manner that is inconsistent with Gibbs’s duty to place client interests first Gibbs may impose addi(cid:415)onal restric(cid:415)ons, including blackout periods or limita(cid:415)ons on trading in securi(cid:415)es that are ac(cid:415)vely being purchased or sold for client accounts. Monitoring and Review The Chief Compliance Officer, or a designee, reviews Access Person reports and brokerage statements to iden(cid:415)fy poten(cid:415)al conflicts, inappropriate trading pa(cid:425)erns, or viola(cid:415)ons of the Code. Any iden(cid:415)fied issues are addressed in accordance with Gibbs’s compliance procedures. Participation or Interest in Client Transactions Gibbs and its supervised persons do not have a material financial interest in any securi(cid:415)es that are recommended to clients. Gibbs does not maintain a proprietary trading account and does not engage in principal transac(cid:415)ons or agency-cross transac(cid:415)ons. Because Gibbs u(cid:415)lizes Model Por(cid:414)olios created and maintained by third-party Strategists through the OPS and Orion OCIO pla(cid:414)orms, Gibbs does not select individual securi(cid:415)es for client accounts. 21 | P a g e  However, supervised persons may hold or trade securi(cid:415)es that are also held within the Model Por(cid:414)olios used in client accounts. This overlap may create a poten(cid:415)al conflict of interest, including the appearance that an employee could benefit from trading ahead of client transac(cid:415)ons. To mi(cid:415)gate these risks, Gibbs monitors personal securi(cid:415)es transac(cid:415)ons of Access Persons, requires repor(cid:415)ng of holdings and transac(cid:415)ons, and enforces pre-clearance requirements for certain types of investments. These procedures are designed to ensure that personal trading does not disadvantage clients or conflict with Gibbs’s fiduciary obliga(cid:415)ons. 22 | P a g e  Item 12: Brokerage Practices Selection of Broker-Dealers Gibbs does not select broker-dealers for most client transac(cid:415)ons. For accounts managed through the Advisor-Directed Model Management program, OPS and Orion OCIO determine the broker-dealer and custodian used for client accounts. These firms typically u(cid:415)lize Schwab, an unaffiliated SEC-registered broker-dealer and FINRA/SIPC member, to provide custody, trade execu(cid:415)on, clearance, and se(cid:425)lement services. Clients are responsible for all custodial and transac(cid:415)on fees charged by Schwab or any other custodian, in addi(cid:415)on to the advisory fees described in Item 5. For accounts not managed through OPS or Orion OCIO, Gibbs may recommend Schwab as custodian based on factors such as execu(cid:415)on quality, transac(cid:415)on costs, financial stability, technology, and repor(cid:415)ng capabili(cid:415)es. Comparable services may be available at lower cost through other financial ins(cid:415)tu(cid:415)ons. Use of Third-Party Manager for Options Strategies (ZEGA) For certain clients who maintain a large concentrated posi(cid:415)on and seek an op(cid:415)ons-based strategy such as hedging or covered-call wri(cid:415)ng, Gibbs may engage ZEGA to provide discre(cid:415)onary management of the op(cid:415)ons strategy. When ZEGA is engaged, ZEGA places trades directly in the client’s account in accordance with the selected strategy. ZEGA may require the use of a specific custodian or trading pla(cid:414)orm to implement op(cid:415)ons transac(cid:415)ons. Clients will receive ZEGA’s Form ADV and applicable disclosures prior to enrollment in the strategy. Research and Other Soft Dollar Benefits None. Brokerage for Client Referrals None. Directed Brokerage Clients may request that Gibbs direct the execu(cid:415)on of securi(cid:415)es transac(cid:415)ons to a specific broker-dealer. Gibbs will consider such requests; however, clients should understand that direc(cid:415)ng brokerage may result in: 23 | P a g e  • • • • • Higher transac(cid:415)on costs Less favorable execu(cid:415)on Limita(cid:415)ons on Gibbs’s ability to nego(cid:415)ate commissions Inability to aggregate trades Reduced ability to obtain best execu(cid:415)on For accounts managed through OPS or Orion OCIO, Gibbs does not have the ability to direct brokerage. These firms determine the broker-dealer and custodian used for client accounts, and clients who par(cid:415)cipate in these programs are generally required to use the broker-dealer selected by OPS or Orion OCIO. Clients who choose to direct brokerage for accounts not managed through OPS or Orion OCIO may experience differences in execu(cid:415)on quality, (cid:415)ming, or transac(cid:415)on costs compared to clients whose accounts are not subject to directed brokerage instruc(cid:415)ons. Aggregation and Allocation of Trades Gibbs does not aggregate or block client trades. For accounts managed through OPS or Orion OCIO, these firms may aggregate orders for mul(cid:415)ple client accounts when doing so is consistent with their duty to seek best execu(cid:415)on. Aggregated trades are allocated among par(cid:415)cipa(cid:415)ng accounts in a fair and equitable manner, typically based on the size of each account’s order. If an aggregated order is only par(cid:415)ally filled, alloca(cid:415)ons are made on a pro-rata or other equitable basis determined by OPS or Orion OCIO. Best Execution Gibbs has a fiduciary duty to seek best execu(cid:415)on of client transac(cid:415)ons. For accounts managed through OPS and Orion OCIO, Gibbs relies on these firms to evaluate and obtain best execu(cid:415)on for client trades. Gibbs periodically reviews OPS’s and Orion OCIO’s execu(cid:415)on prac(cid:415)ces to ensure they remain consistent with industry standards. When recommending Schwab for accounts not managed through OPS or Orion OCIO, Gibbs considers factors including execu(cid:415)on quality, commission rates, financial stability, technology, and the overall value of services provided. The availability of Schwab’s products and services is not based on Gibbs providing any par(cid:415)cular investment advice. 24 | P a g e  Item 13: Review of Accounts Periodic Reviews Gibbs reviews client accounts on an ongoing basis as part of its por(cid:414)olio management services. Reviews generally focus on:  Asset alloca(cid:415)on  Consistency with the selected Model Por(cid:414)olio  Alignment with the client’s investment objec(cid:415)ves and risk tolerance Addi(cid:415)onal reviews may occur in response to significant market events, changes in a client’s financial situa(cid:415)on, or updates to the Model Por(cid:414)olios provided by OPS or Orion OCIO. Non-Periodic Reviews Addi(cid:415)onal reviews may be triggered by significant events, including but not limited to:  Changes in a client’s financial situa(cid:415)on, goals, or risk tolerance  Changes in tax laws or economic condi(cid:415)ons  Requests from the client  Material updates to the Model Por(cid:414)olios provided by OPS or Orion OCIO Reports to Clients Clients receive account statements at least quarterly from the qualified custodian holding their assets. These statements reflect all holdings, transac(cid:415)ons, and any advisory fees deducted from the account. Clients also receive trade confirma(cid:415)ons and addi(cid:415)onal statements from the custodian during any month in which a transac(cid:415)on occurs. Gibbs may provide addi(cid:415)onal reports or summaries to clients upon request, however, clients are encouraged to compare any such reports to the statements received directly from the custodian. 25 | P a g e  Item 14: Client Referrals and Other Compensation Economic Benefits from Third Parties Gibbs receives economic benefits from OPS and Orion OCIO through revenue-sharing arrangements. Under these arrangements, Gibbs receives compensa(cid:415)on based on the amount of client assets placed on these pla(cid:414)orms. These payments create a conflict of interest because Gibbs has an incen(cid:415)ve to recommend or maintain client assets with OPS and Orion OCIO. This conflict is mi(cid:415)gated through:  Full disclosure of the arrangements  Supervisory and compliance oversight  Gibbs’s fiduciary obliga(cid:415)on to act in the client’s best interest  The client’s ability to accept or decline the use of these services Gibbs does not receive economic benefits from product sponsors, mutual fund companies, or other investment providers. Custodial Benefits Gibbs may recommend Schwab as custodian for certain accounts. Schwab provides access to services such as custody, trading, repor(cid:415)ng, and technology. These services are generally available to all independent advisers who use Schwab and are not condi(cid:415)oned on Gibbs direc(cid:415)ng client transac(cid:415)ons or providing any par(cid:415)cular investment advice. Gibbs does not receive client referrals or direct compensa(cid:415)on from Schwab in exchange for recommending Schwab as custodian. Client Referrals and Promoter Compensation Gibbs compensates certain promoters for providing tes(cid:415)monials or endorsements. Promoters may be clients or non-clients. Compensa(cid:415)on may include cash payments or non-cash benefits. Because promoters receive compensa(cid:415)on, they have an incen(cid:415)ve to recommend Gibbs, which creates a conflict of interest. Promoters are required to provide clients and prospec(cid:415)ve clients with disclosures describing:  The nature of their rela(cid:415)onship with Gibbs  The compensa(cid:415)on received  Any material conflicts of interest 26 | P a g e  Clients are not obligated to engage Gibbs through any promoter and may choose any adviser they prefer. Non-Cash Compensation to Supervised Persons Gibbs may provide non-cash recogni(cid:415)on awards to its IARs based on factors such as tenure, professional development, client service, or overall contribu(cid:415)on to the firm. These awards may include commemora(cid:415)ve items or a(cid:425)endance at firm-sponsored events. From (cid:415)me to (cid:415)me, IARs may also receive meals, training, or educa(cid:415)onal support from third-party service providers. These benefits are not (cid:415)ed to the recommenda(cid:415)on of any par(cid:415)cular investment product or service. These arrangements create a conflict of interest because IARs may have an incen(cid:415)ve to meet internal recogni(cid:415)on criteria. This conflict is mi(cid:415)gated through:  Supervisory oversight  Wri(cid:425)en policies and procedures  Gibbs’s fiduciary obliga(cid:415)on to act in the client’s best interest  Prohibi(cid:415)ons on sales contests or product-specific incen(cid:415)ves Clients do not pay higher fees as a result of these arrangements. Insurance Compensation Certain supervised persons of Gibbs are licensed insurance agents and may receive commissions for the sale of insurance products. These commissions are separate from advisory fees, and no advisory fee is charged on products for which a commission is received. This creates a conflict of interest because Gibbs has an incen(cid:415)ve to recommend insurance products that pay commissions. This conflict is mi(cid:415)gated through:  Full disclosure  Supervisory oversight  Gibbs’s fiduciary duty to place the client’s interests first  The client’s ability to purchase insurance products from any agent of their choosing Third-Party Ratings, Badges, Memberships, or Endorsements From (cid:415)me to (cid:415)me, Gibbs may reference third-party ra(cid:415)ngs, badges, or memberships—such as BBB accredita(cid:415)on or membership in the Forbes Finance Council—in its marke(cid:415)ng materials. These organiza(cid:415)ons are independent of Gibbs and determine their own criteria, methodologies, and lis(cid:415)ng standards. Any ra(cid:415)ng, badge, or membership should not be interpreted as an endorsement of Gibbs or a guarantee of the quality of its advisory services. Gibbs may pay standard membership, accredita(cid:415)on, or par(cid:415)cipa(cid:415)on fees to these organiza(cid:415)ons. These fees are not based on client referrals, advisory services, or the amount of client assets 27 | P a g e  managed. Gibbs does not receive client referrals, compensa(cid:415)on, or preferen(cid:415)al treatment from these organiza(cid:415)ons in exchange for par(cid:415)cipa(cid:415)ng in their programs or referencing their badges. Gibbs’s use of third-party ra(cid:415)ngs or memberships creates a poten(cid:415)al conflict of interest because such recogni(cid:415)ons may influence prospec(cid:415)ve clients’ percep(cid:415)ons of Gibbs. This conflict is mi(cid:415)gated through full disclosure and Gibbs’s fiduciary obliga(cid:415)on to act in the best interests of its clients. Other Compensation or Benefits From (cid:415)me to (cid:415)me, Gibbs or its supervised persons may receive access to educa(cid:415)onal resources, industry research, training programs, or a(cid:425)endance at conferences sponsored by third-party service providers. These benefits are not (cid:415)ed to client referrals, the recommenda(cid:415)on of any par(cid:415)cular investment product or service, or the amount of client assets placed with any provider. These benefits may create a poten(cid:415)al conflict of interest because they could influence Gibbs’s selec(cid:415)on of vendors or service providers. This conflict is mi(cid:415)gated through full disclosure, supervisory oversight, and Gibbs’s fiduciary obliga(cid:415)on to act in the best interests of its clients. 28 | P a g e  Item 15: Custody Fee Deduction Authority Gibbs is deemed to have custody of client assets solely because it is authorized to deduct advisory fees from client accounts held with qualified custodians. This limited form of custody does not require Gibbs to maintain client assets or undergo a surprise examina(cid:415)on. The custodian sends clients an account statement at least quarterly reflec(cid:415)ng all holdings, transac(cid:415)ons, and any advisory fees deducted on behalf of Gibbs. Gibbs provides the custodian with the fee amount to be deducted, and the custodian processes the deduc(cid:415)on pursuant to the client’s wri(cid:425)en authoriza(cid:415)on. Physical Custody / Possession of Client Assets Gibbs does not have custody of client assets beyond the limited authority to deduct advisory fees. Gibbs does not accept client checks made payable to Gibbs, does not maintain client passwords or login creden(cid:415)als, and does not have authority to withdraw client funds for any purpose other than fee deduc(cid:415)on. Limited Custody Only Gibbs is deemed to have limited custody of client assets solely because it is authorized to deduct advisory fees from client accounts held with qualified custodians. This form of custody does not require Gibbs to maintain client assets or undergo an annual surprise examina(cid:415)on. Gibbs does not accept client checks, does not maintain client login creden(cid:415)als, and does not have authority to withdraw client funds for any purpose other than the deduc(cid:415)on of advisory fees. Qualified Custodian Statements Clients receive account statements directly from the qualified custodian at least quarterly. These statements reflect all holdings, transac(cid:415)ons, and any advisory fees deducted from the account. Clients are encouraged to review the statements provided by the custodian carefully and to compare them with any reports or summaries received from Gibbs. The custodian’s statements should be considered the official record of the account. 29 | P a g e  Item 16: Investment Discretion Discretionary Authority Gibbs provides investment management services on a discre(cid:415)onary basis. Clients grant Gibbs discre(cid:415)onary authority through the execu(cid:415)on of the investment advisory agreement. This authority allows Gibbs to select and change the Model Por(cid:414)olio used in a client’s account without obtaining prior approval for each transac(cid:415)on. Gibbs does not select individual securi(cid:415)es for client accounts. Instead, Gibbs exercises discre(cid:415)on to:  Select the appropriate Model Por(cid:414)olio based on the client’s objec(cid:415)ves and risk tolerance  Change the selected Model Por(cid:414)olio when appropriate  Implement updates to the client’s investment strategy Trades within client accounts are implemented by OPS or Orion OCIO in accordance with the Model Por(cid:414)olio selected by Gibbs. When ZEGA is engaged, ZEGA exercises discre(cid:415)onary authority to implement op(cid:415)ons trades within the client’s account in accordance with the selected strategy. Gibbs’s discre(cid:415)onary authority is limited to selec(cid:415)ng ZEGA and determining when the strategy is appropriate. Client-Imposed Restrictions Clients may request reasonable restric(cid:415)ons on the management of their accounts, such as excluding certain securi(cid:415)es or types of securi(cid:415)es for personal, ethical, or religious reasons. Restric(cid:415)ons must be provided to Gibbs in wri(cid:415)ng and may limit the client’s ability to par(cid:415)cipate in certain Model Por(cid:414)olios. Because Model Por(cid:414)olios are designed and managed by third-party Strategists, certain restric(cid:415)ons may not be feasible. In such cases, Gibbs will discuss alterna(cid:415)ve op(cid:415)ons with the client. 30 | P a g e  Item 17: Voting Client Securities Gibbs does not vote proxies for client accounts. Clients receive proxy materials directly from the custodian or issuer and are responsible for vo(cid:415)ng their own securi(cid:415)es. Upon request, Gibbs may provide general informa(cid:415)on to help clients understand the materials but does not make specific vo(cid:415)ng recommenda(cid:415)ons. Neither OPS, Orion OCIO, nor ZEGA votes proxies on behalf of clients. Item 18: Financial Information Gibbs does not have any financial condi(cid:415)on that is reasonably likely to impair its ability to meet its contractual commitments to clients. Gibbs does not require or solicit prepayment of more than $1,200 in advisory fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this Brochure. Neither Gibbs nor any of its management persons has been the subject of a bankruptcy pe(cid:415)(cid:415)on within the past ten years. 31 | P a g e