HEIRLOOM WEALTH MANAGEMENT LLC

ITEM 1 – COVER PAGE Part 2A of Form ADV: Firm Brochure 6400 S Fiddlers Green Circle, Suite 1970 Greenwood Village, CO 80111 3200 Cherry Creek South Drive, Suite 130 Denver, CO 80209 Office 720-328-2877/ Fax 720-513-8576 www.HeirloomWM.com August 15, 2025 This brochure provides information about the qualifications and business practices of Heirloom Wealth Management, LLC (“HWM”). If you have any questions about the contents of this brochure, please contact us at 720-328-2877 or Heirloominfo@heirloomwm.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. HWM is a Registered Investment Adviser. Registration as an Investment Adviser with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. Additional information about HWM is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as an IARD number. The IARD number for HWM is 292277. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 1  ITEM 2 – MATERIAL CHANGES This section of the Brochure will address only those “material changes” that have been incorporated since our last delivery or posting of this document on the SEC’s public disclo- sure website (IAPD) www.adviserinfo.sec.gov. Since our last Annual Amendment ADV filing made on February 14, 2025, the following are material changes to our firm disclosure bro- chure: Item 10 has been amended to remove language and disclosure regarding certain Investment adviser representatives were affiliated with an independent broker dealer. Item 4 and 5 have been amended to disclose information regarding our management of held-away accounts and their related management fees. Information has been updated to reflect our standalone financial planning services and related fees. Refer to Item 4 and 5 for more details regarding this arrangement. Item 12 has been updated to reflect the use of Fidelity as one of the recommended Custodians. If you would like another copy of this Brochure, please download it from the SEC Website as indicated above or you may contact our Chief Compliance Officer, Rick Hurley at 720- 328-2877 or Heirloominfo@heirloomwm.com. We encourage you to read this document in its entirety. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 2  ITEM 3 – TABLE OF CONTENTS ITEM 1 – COVER PAGE 1 ITEM 2 – MATERIAL CHANGES 2 ITEM 3 – TABLE OF CONTENTS 3 ITEM 4 – ADVISORY BUSINESS 4 ITEM 5 - FEES AND COMPENSATION 8 ITEM 6 - PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT 13 ITEM 7 - TYPES OF CLIENTS 14 ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 14 ITEM 9 - DISCIPLINARY INFORMATION 23 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 23 ITEM 11 - CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 25 ITEM 12 - BROKERAGE PRACTICES 26 ITEM 13 - REVIEW OF ACCOUNTS 30 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION 31 ITEM 15 – CUSTODY 32 ITEM 16 – INVESTMENT DISCRETION 32 ITEM 17 – VOTING CLIENT SECURITIES 33 ITEM 18 – FINANCIAL INFORMATION 33 Heirloom Wealth Management, LLC FORM ADV 2A Brochure 3  ITEM 4 – ADVISORY BUSINESS This Disclosure document is being offered to you by Heirloom Wealth Management, LLC (“HWM” or “Firm”) about the investment advisory services we provide. It discloses information about our services and the way those services are made available to you, the client. We are an investment management firm located in Englewood, Colorado. We specialize in investment advisory services for individuals, high net worth individuals, employee spon- sored retirement plans, institutions, charitable organizations, trusts and estates. Our Firm became a registered investment adviser in February 2018. Michael G. Euston and Richard “Rick” L. Hurley, Jr. are Managing Members of the Firm. We are committed to helping clients build, manage, and preserve their wealth, and to provide assistance that helps clients to achieve their stated financial goals. We will offer an initial complimentary meeting upon our discretion; however, investment advisory services are initiated only after you and HWM execute an Investment Management Agreement. Investment Management Services We manage advisory accounts on a discretionary basis. For discretionary accounts, once we have determined a profile and investment plan with a client, we will execute the day to day transactions without seeking prior client consent. Account supervision is guided by the written profile and investment plan of the client. We may accept accounts with certain restrictions if circumstances warrant. We primarily allocate client assets among various equities, Exchanged Traded Funds (“ETFs”), mutual funds and debt securities in accordance with their stated investment objectives. During personal discussions with clients, we determine the client’s objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we also review a client’s prior investment history, as well as family composition and background. Based on client needs, we develop a client’s personal profile and investment plan. We then create and manage the client’s investments based on that policy and plan. It is the client’s obligation to notify us immediately if circumstances have changed with respect to their goals. Once we have determined the types of investments to be included in your portfolio and allocated them, we will provide ongoing investment review and management services. This approach requires us to periodically review your portfolio. With our discretionary relationship, we will make changes to the portfolio, as we deem appropriate, to meet your financial objectives. We trade these portfolios based on the combination of our market views and your objectives, using our investment process. We tailor our advisory services to meet the needs of our clients and seek to ensure that your Heirloom Wealth Management, LLC FORM ADV 2A Brochure 4  portfolio is managed in a manner consistent with those needs and objectives. You will have the ability to leave standing instructions with us to refrain from investing in particular industries or invest in limited amounts of securities. We do have limited authority to direct the Custodian to deduct our investment advisory fees from your accounts, but only with the appropriate written authorization from you. Where appropriate, we provide advice about any type of legacy position held in client portfolios. Typically, these are assets that are ineligible to be custodied at our primary custodian. Clients will engage us to advise on certain investment products that are not maintained at their primary custodian, such as annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). You are advised and are expected to understand that our past performance is not a guarantee of future results. Certain market and economic risks exist that adversely affect an account’s performance. This could result in capital losses in your account. Financial Planning Through the financial planning process, our team strives to engage our clients in conversa- tions around the family’s goals, objectives, priorities, vision, and legacy – both for the near term as well as for future generations. With the unique goals and circumstances of each family in mind, our team will offer financial planning ideas and strategies to address the client’s holistic financial picture, including estate, income tax, charitable, cash flow, wealth transfer and family legacy objectives. Our team partners with our client’s other advisors (CPA, estate attorney, insurance broker, etc.) to ensure a coordinated effort of all parties toward the client’s stated goals. Such services include various reports on specific goals and objectives or general investment and/or planning recommendations, guidance to outside assets and periodic updates. Our specific services in preparing your plan may include: • Review and clarification of your financial goals; • Assessment of your overall financial position including cash flow, balance sheet, investment strategy, risk management and estate planning; • Creation of a unique plan for each goal you have, including personal and business real estate, education, retirement or financial independence, charitable giving, estate planning, business succession and other personal goals; • Development of a goal-oriented investment plan, with input from various advisors to our clients around tax suggestions, asset allocation, expenses, risk and liquidity factors for each goal. This includes IRA and qualified plans, taxable and trust ac- counts that require special attention; Heirloom Wealth Management, LLC FORM ADV 2A Brochure 5  • Design of a risk management plan including risk tolerance, risk avoidance, mitiga- tion and transfer, including liquidity as well as various insurance and possible com- pany benefits; and • Crafting and implementation of, in conjunction with your estate and/or corporate attorneys as tax advisor, an estate plan to provide for you and/or your heirs in the event of an incapacity or death. A written evaluation of each client's initial situation or Financial Plan is provided to the client. Employer Sponsored Retirement Plan Services For employer-sponsored retirement plans with participant-directed investments, our firm provides its advisory services as an investment advisor as defined under Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). When serving as an ERISA 3(21) investment advisor, the Plan Sponsor and HWM share fiduciary responsibility. The Plan Sponsor retains ultimate decision-making authority for the investments and may accept or reject the recommendations in accordance with the terms of a separate ERISA 3(21) Investment Advisor Agreement between HWM and the Plan Sponsor. HWM provides the following services to the Plan Sponsor: • Screen investments and make recommendations. • Monitor the investments regularly and suggest replacement investments when appropriate. • Provide an annual investment report. • Assist the Plan Sponsor in developing an Investment Policy Statement (“IPS”). We can also be engaged to provide financial education to Plan participants. The scope of education provided to participants will not constitute “investment advice” within the meaning of ERISA and participant education will relate to general principles for investing and information about the investment options currently in the Plan. We may also partic- ipate in initial enrollment meetings and periodic workshops and enrollment meetings for new participants. Donor Advised Fund Services Our Firm may establish donor advised funds through various third-party charitable pro- grams including the Fidelity Charitable Gift Fund Program and the Schwab Charitable Fund (each, a “Charitable Platform”), which funds will be managed in accordance with the spe- cific investment policies and guidelines of the applicable the Charitable Platform. Clients will establish a donor advised account, transfer funds earmarked for charitable donation and recognize a tax deduction in the year that funds are transferred into an account opened on a Charitable Platform. The funds remain in such account until the Client designates a Heirloom Wealth Management, LLC FORM ADV 2A Brochure 6  charity, an amount and a date to donate to such charity. Under independent advisor pro- grams established within each Charitable Platform, donors nominate an independent in- vestment adviser, including our Firm, to manage accounts established on the Charitable Platforms. If nominated, our Firm will manage the donor’s account pursuant to investment guidelines established by each Charitable Platform. Tax Preparation Our firm recommends various accountants and CPAs to provide tax planning and prepa- ration for individuals and business owners. These services are provided to the client for a separate fee and separate agreement directly with the CPA/Accounting Firm(s). Tax prep- aration services performed by these tax professionals will be separate and distinct from our investment advisory services. Our Firm is not compensated for the referral of clients to these accounting firms. Held Away accounts We can use a third-party platform to facilitate management of ‘held away’ assets such as defined contribution plan participant accounts, with discretion. A held away account is an account that you maintain that is not held with a broker dealer or custodian where we do not have a custodial relationship. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in creden- tials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is con- nected to the platform, our firm will review the current account allocations. When deemed necessary, our firm’s investment adviser representatives may make recommen- dations to rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. Disclosure Regarding Rollover Recommendations A client or prospect leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) rollover to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the cli- ent’s age, result in adverse tax consequences). Our Firm may recommend an investor roll over plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its representatives may earn an asset-based fee. In contrast, a recom- mendation that a client or prospective client leave their plan assets with their previous employer or roll over the assets to a plan sponsored by a new employer will generally result in no compensation to our Firm. Our Firm therefore has an economic incentive to encour- age a client to roll plan assets into an IRA that our Firm will manage, which presents a con- flict of interest. To mitigate the conflict of interest, there are various factors that our Firm Heirloom Wealth Management, LLC FORM ADV 2A Brochure 7  will consider before recommending a rollover, including but not limited to: (i) the invest- ment options available in the plan versus the investment options available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an IRA, (iii) the services and responsiveness of the plan’s investment professionals versus those of our Firm, (iv) protec- tion of assets from creditors and legal judgments, (v) required minimum distributions and age considerations, and (vi) employer stock tax consequences, if any. All rollover recom- mendations are reviewed by our Firm’s Chief Compliance Officer and remain available to address any questions that a client or prospective client has regarding the oversight. We are fiduciaries under the Investment Advisers Act of 1940 and when we provide invest- ment advice to you regarding your retirement plan account or individual retirement ac- count, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws gov- erning retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. Periods of Inactivity Our Firm has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, our Firm and its representatives will review cli- ent portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, fund manager ten- ure, style drift, and/or a change in the client’s investment objective. Based upon these fac- tors, there may be extended periods of time when our Firm determines that changes to a client’s portfolio are neither necessary nor prudent. Of course, as indicated below, there can be no assurance that investment decisions made by our Firm will be profitable or equal any specific performance level(s). Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Wrap Fee Program We do not participate in a Wrap Fee Program. Assets As of December 31, 2024, our Firm’s regulatory assets under management total $614,050,256. We manage $553,436,362 in assets under discretionary management and $60,613,894 in assets under non-discretionary management. ITEM 5 - FEES AND COMPENSATION Investment Management Fees and Compensation Our Firm charges a fee as compensation for providing Investment Management services on your account. These services include advisory services, trade entry, investment Heirloom Wealth Management, LLC FORM ADV 2A Brochure 8  supervision, and other account-maintenance activities. Our custodian charges transaction costs, custodial fees, redemption fees, retirement plan and administrative fees or commissions. See Additional Fees and Expenses below for additional details. The fees for investment management are based on an annual percentage of assets under management and are applied to the household asset value on a pro-rata basis and billed monthly in arrears. The monthly fee will be calculated on the average monthly balance of the account. The value will be determined as reported by the Custodian. Fees are assessed on all assets under management, including securities, cash and money market balances. Margin account balances are not included in the fee billing. There may be a possibility for price or account value discrepancies due to quarter-end transactions in an account. Dividends or trade date settlements may occur and our third party billing software may report a slight difference in account valuation at quarter end compared to what is reported on your Statement from the Custodian. Our firm has the ability to produce billing summaries, which can be provided upon request. Our maximum investment advisory fees as a percentage of assets under management is 1.75%. For some clients, our firm offers a flat fee ranging from $1,000 to $20,000 depend- ing on the level of engagement. The specific advisory fees are set forth in your Investment Advisory Agreement. We may negotiate a lower advisory fee or have the right to waive the minimum fee. Fees may vary based on the size of the account, complexity of the portfolio, extent of activity in the account or other reasons agreed upon by us and you as the client. In certain circumstances, our fees and the timing of the fee payments may be negotiated. Our employees and their family related accounts are charged a reduced fee for our services. Unless otherwise instructed by the Client, we will aggregate related client accounts for the purposes of determining the account size and annualized fee. The common practice is often referred to as “house-holding” portfolios for fee purposes and may result in lower fees than if fees were calculated on portfolios separately. Our method of house-holding accounts for fee purposes looks at the overall family dynamic and relationship. When applicable and noted in the Investment Management Agreement, legacy positions will also be excluded from the fee calculation. The independent qualified custodian holding your funds and securities will debit your account directly for the advisory fee and pay that fee to us. You will provide written authorization permitting the fees to be paid directly from your account held by the qualified custodian. Further, the qualified custodian agrees to deliver an account statement to you on a monthly basis indicating all the amounts deducted from the account including our advisory fees. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 9  Either HWM or you may terminate the Investment Advisory Agreement immediately upon written notice to the other party. The management fee will be pro-rated to the date of termination, for the month in which the cancellation notice was given and the unearned fee refunded to your account as indicated in your Agreement. Upon termination, you are responsible for monitoring the securities in your account, and we will have no further obligation to act or advise with respect to those assets. In the event of client’s death or disability, HWM will continue management of the account until we are notified of client’s death or disability and given alternative instructions by an authorized party. Financial Planning Fees Financial Planning Services are offered through a separate fee unless negotiated otherwise by the Firm. Fees may vary based on the extent and complexity of your individual or family circumstances. Our fee will be agreed in advance of services being performed and negoti- ated with you. Financial planning fees are fixed fees. 50% if the fees are billed upon engage- ment and the remaining 50% are billed at time of delivery. Fixed fees range from $2000- $5000 and may be more depending on the complexity of the engagement. The specific fee for your financial plan will be discussed with you and specified in your planning agreement with the Firm. Typically, we complete the plan and present it to you within 90 days of the contract date, if you have provided us all information needed to prepare the financial plan. If you choose to terminate your financial planning agreement, you must provide the Firm with written notice. Upon termination, fees will be prorated through the date of termina- tion. Any portion of the fee that has been earned will be billed to you based on the actual hours our Firm has spent preparing your financial plan prior to termination. The hourly rate of $200-500 will be applied for this calculation and is specified in your executed Finan- cial Planning Agreement. Example: If you terminate your agreement after 5 hours of work have been completed, you will be billed $2,500 (5 hours × $500/hour) for the services rendered up to the termination date. Any prepaid portion of the planning fee will offset the final planning fee. Employer Sponsored Retirement Plan Services For Retirement Plan Advisory Services compensation, we charge an annual fee as negoti- ated with the client and disclosed in the Employer Sponsored Retirement Plans Investment Advisory Agreement. The compensation method is explained and agreed upon in advance before any services are rendered. Asset based fees range from 0.10% to 1.50% annually, and fixed fees range from $1,000-$50,000 annually. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 10  Plan advisory services begin with the effective date of the Employer Sponsored Retirement Plans Investment Advisory Agreement, which is the date you sign the Employer Sponsored Retirement Plans Investment Advisory Agreement. For that calendar quarter, fees will be adjusted pro rata based upon the number of calendar days in the calendar quarter that the Agreement was effective. Our fee is billed in arrears on the last business day of the calendar quarter or month as outlined in the Agreement. For Plans where our fee is billed to the custodian, the fee is deducted directly from the participant accounts. Written authorization permitting us to be paid directly from the custodial account is outlined in the Agreement. Either party may terminate the Investment Advisory Agreement at any time upon immedi- ate notice. You are responsible to pay for services rendered until the termination of the Agreement. Donor Advised Fund Services For donor advised funds, if our Firm is nominated to serve as investment adviser under the Charitable Platforms, the Firm will charge an annual management fee of Charitable Plat- form assets, however, we reserve the right to waive such fees. The annual management fee will be calculated based on the net asset value of the donor account in the same manner as the asset management fee calculation described above. Held Away Accounts Fees for held away account management are calculated and billed quarterly at the end of the quarter based on the account value at the end of the billing period, except for accounts onboarded during a billing quarter, which are billed at the end of the quarter based upon the number of dates the account was managed during the billing period. Fees are generally debited from your taxable account or billed directly. Upon termination of our services, we will refund you for any partial periods. You are responsible for fees up through the date of termination. Administrative Services Provided by Orion Adviser Services, LLC We have contracted with Orion Adviser Services, LLC to utilize its technology platforms to support data reconciliation, performance reporting, fee calculation and billing, research, client database maintenance, quarterly performance evaluations, payable reports, and other functions related to the administrative tasks of managing client accounts. Due to this arrangement, Orion Adviser Services, LLC will have access to client accounts, but Orion Adviser Services, LLC will not serve as an investment adviser to our clients. HWM and Orion Adviser Services, LLC are non-affiliated companies. Orion Adviser Services, LLC charges our Firm an annual fee for each account administered by Orion Adviser Services, LLC. Please note that the fee charged to the client will not increase due to the annual fee HWM pays to Orion Adviser Services, LLC, the annual fee is paid from the portion of the management fee retained by HWM. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 11  Additional Fees and Expenses: In addition to the advisory fees paid to our Firm, clients may also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges may include securities, transaction fees, custodial fees, fees charged by the Independent Managers, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. HWM’ brokerage practices are described at length in Item 12, below. Neither our Firm nor its supervised persons accept compensation for the sale of securities or other investment products. Further, our firm does not share in any of these additional fees and expenses outlined above. 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. Mutual Fund Fees: Mutual funds often offer multiple share classes with differing internal fee and expense structures. HWM endeavors to identify and utilize the share class with the lowest internal fee and expense structure for each mutual fund. However, instances occur in which the lowest cost share class is not used. These instances include but are not limited to: Instances in which a certain custodian has a share class available that has a lower internal fee and expense structure than is available for the same mutual fund at other custodians. In such instances, HWM will select the lowest cost share class available at the custodian that holds your account even though a lower cost share class is available at another custodian. Instances in which the custodian that holds your account offers others a share class with a lower internal fee and expense structure than what is available to HWM at the same custodian. In such instances, HWM will select the lowest cost share class that the custodian makes available. This situation sometimes occurs because the custodian places conditions on the availability of the lower cost share class that HWM has determined are not appropriate to accept due to additional costs imposed by said conditions. Instances in which a share class with a lower internal fee and expense structure becomes available after the share class you hold was purchased. HWM periodically monitors this circumstance. However, a share class with a lower internal fee may become available between the time of your purchase and HWM’s next review. Instances in which a share class with a lower internal fee and expense structure than the share class you currently hold is available at your custodian, but where HWM is prevented by either the custodian or the fund sponsor from converting to the lower cost share class. Additionally, HWM does not convert to a share class with a lower internal fee and expense structure if the Heirloom Wealth Management, LLC FORM ADV 2A Brochure 12  conversion will cause a taxable event or other expense/cost to you that negates the advantage of the lower cost share class. Non-Transaction Fee (NTF) Mutual Funds: When selecting investments for our clients’ portfolios we might choose mutual funds on your account custodian’s Non-Transaction Fee (NTF) list. This means that your account custodian will not charge a transaction fee or commission associated with the purchase or sale of the mutual fund. The mutual fund companies that choose to participate in your custodian’s NTF fund program pay a fee to be included in the NTF program. The fee that a mutual fund company pays to participate in the program is ultimately borne by the owners of the mutual fund including clients of our Firm. When we decide whether to choose a fund from your custodian’s NTF list or not, we consider our expected holding period of the fund, the position size and the expense ratio of the fund versus alternative funds. Depending on our analysis and future events, NTF funds might not always be in your best interest. Unmanaged Assets From time to time, a Client may decide to hold certain securities or other property for which our Firm does not provide investment advisory services ("Unmanaged Assets") in the account(s) held at the Custodian or outside the Custodian. Unmanaged assets will be shown on HWM reports as unmanaged assets. It is the client’s sole responsibility to verify the accuracy of the Unmanaged status of any and all investments in their accounts and to notify HWM in writing of any corrections or adjustments that need to be made. Our Firm will have no duty, responsibility or liability whatsoever with respect to these assets. In all cases, it is the clients sole responsibility to monitor, manage, and transact all Unmanaged Assets (securities and/or accounts). Regulatory Fees To facilitate the execution of trades, regulatory Trading Activity Fees (TAF) are added to applicable sales transactions. The Securities and Exchange Commission (SEC) regulatory fee is assessed on client accounts for sell transactions, and a FINRA fee is assessed on client accounts for sell transactions, for certain covered securities. This fee is not charged by our Firm but is accessed and collected by the custodian. The Custodian that our Firm uses is a FINRA member firm. These fees recover the costs incurred by the SEC and FINRA, for supervising and regulating the securities markets and securities professionals. The fee rates vary depending on the type of transaction and the size of that transaction. For more information on the SEC and FINRA fees, please visit their websites: www.sec.gov/fast-answers/answerssec31htm.html or www.finra.org/industry/trading- activity-fee. ITEM 6 - PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT We do not charge advisory fees on a share of the capital appreciation of the funds or securities in a client account (so-called performance-based fees) nor engage side by side management. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 13  ITEM 7 - TYPES OF CLIENTS We provide investment advice to individuals, high-net worth individuals, employee sponsored retirement plans, institutions, charitable organizations, trusts and estates. We have no minimum initial household value for opening accounts. ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Portfolio Strategy at HWM is designed around the Live Well Planning Process. It’s our aim for you to always know where you stand financially in relation to your personal goals, and understand how your investments are designed to meet those goals. Here are the steps we follow to achieve that: 1. Develop well defined goals and priorities to help you invest with your “big picture” in mind. 2. Design a Live Well Financial Plan to align your real life financial situation with what you envision for your future. 3. We regularly stress test your plan objectives, resulting in your own Live Well Plan Score to give you confidence as to where you stand. 4. Review options, select and implement the Live Well Investment Strategy best suited to meet plan goals. 5. Revisit regularly to stay updated on changes in your life, goals, and priorities. Keep track of your plan over time to monitor the progress made with your plan score, and investment strategy performance. Heirloom Live Well Strategy Selection With a solid understanding of your goals and priorities, we begin discussing suitable invest- ments for you. We have multiple strategies tailored to various investor levels of risk and return. Education is the key to our mutual goal of success; we want to help you understand our process and select a suitable investment approach because this will directly impact your life. Progress towards your financial goals is dependent on maintaining discipline and sticking to our agreed upon plan. Investment strategies are specifically designed to achieve successful results as measured by your Live Well Plan Index Score. Heirloom Live Well Investment Belief System Here are the principle concepts to understand about our investment process: 1. Compounding: Compounding is the process of generating more return on an as- set's reinvested earnings. To work, it requires two things: the reinvestment of earn- ings and time. Compounding can help your initial investment grow exponentially. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 14  Seemingly small amounts can make a big difference when compounded over time. Compounding your money is our primary objective. 2. Gains, Losses & Diversification: Portfolio gains and losses have disproportionate impacts and it is particularly important to understand the impact large losses have on an investors ability to compound their earnings. For instance, 50% loss requires a 100% gain to get back to even. We cannot avoid all losses; however, we attempt to reduce the risk of large losses by diversifying sources of risk and return as much as possible. Investing in assets that behave similarly can be risky as bad and good times tend to come together; however, investing in assets that behave differently than each other may benefit long term performance. This is because when certain assets in a portfolio are flat or suffer weak performance, other investments in the portfolio can still perform well 1. Our Firm believes striving to reduce the risk of large losses may help investors stick with their long-term investment strategy. 3. Income & Income Growth: While we embrace the role of capital appreciation (ris- ing asset prices) within portfolios, we believe the compounding of interest and div- idends, not rising prices, are the most important component of long term stock and bond market returns. For example, since 1926, reinvestment of dividends has been responsible for more than 96% of the stock market’s return helping a $10,000 in- vestment grow to about $47.6 million – more than $46 million over the stock mar- ket price returns alone (Jeremy Siegel, Professor of Finance at the Wharton School of the University of Pennsylvania, 2016). Heirloom Live Well Portfolio Design • HWM Portfolios: HWM offers clients a variety of discretionarily managed portfo- lios, each based on the Live Well Investment Belief System. Portfolios strive to achieve strong risk adjusted returns and are designed to meet the goals outlined by the client’s Live Well Financial Plan, stated investment objective, and risk/return profile. • HWM Portfolio Strategic Allocations: Strategic allocations set target percentages for various asset classes within portfolios. When necessary, portfolios are re- balanced back to target percentages to maintain alignment with stated client in- vestment objectives. • Security Selection: With access to thousands of investments, the Firm utilizes mul- tiple third-party investment research resources to select securities and build port- 1 This refers to the concept of correlation, which is a statistical measure of how two variables move in rela- tion to one another. Positive correlation implies that as one security moves, either up or down, the other se- curity will move in the same direction. Negative Correlation means that if one security moves in either direc- tion the other security will move in the opposite direction. The concept is important for portfolio construction as a combination of unrelated (or uncorrelated) assets can result in lower portfolio volatility. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 15  folios to meet the target percentages outlined by corresponding strategic alloca- tions. Securities are traded discretionarily by the Firm within the parameters of the client’s stated investment objectives and HWM’s own disciplined proprietary pro- cess. Investment Considerations Portfolios may contain a variety of different publicly traded securities at any point in time. Securities may include Open End Mutual Funds, Closed End Mutual Funds, Exchange Traded Funds (ETF), individual stocks, Real Estate Investment Trusts (REIT), Master Limited partnerships (MLP), and Alternative Investments (AI) via Open End Mutual Fund format. We define Alternatives as investments other than stocks or bonds. With an MLP it is worth noting that it will generate K1 tax forms in conjunction with your 1099’s annually. We are happy to combine and relay all necessary tax documents to you and/or your accountant in a single package, just let us know. While we work to keep portfolios tax efficient, before implementing any investment strategy we always recommend consulting a tax profes- sional as we are unable to provide tax advice. While securities held in your portfolio may change the overarching investment objective you select will remain constant. If you wish to discuss any specifics with us regarding the underlying securities that are/may be held in your portfolio or omit any security or type of security within your account, please let us know so we can discuss further. Asset Classes: While there are numerous subsets of asset classes, broadly speaking, securities in HWM portfolios can be classified into three primary asset classes: Equities, fixed income, and alternative investments. Equities: Depending on the strategy, portfolios may contain equity mutual funds, Exchange Traded Funds (ETF’s), and/or individual equities. While the type of secu- rity may vary, the overall philosophy is to consistently seek positive “total returns”, or the combined returns of both capital appreciation and income. Within equity portfolios we pursue ownership of what we view to be great, difficult to replicate businesses. We aim to maintain attractive levels of portfolio income in aggregate relative to appropriate benchmarks, and try to grow income in the mid to high sin- gle digit range annually over the long term. Historically, while equity prices have risen over the last 200 years, there have been extended periods of time, even dec- ades where prices decline. Dividends may continue to grow even if stock prices decline and in our opinion, provide ballast to the portfolio. However, the payment and growth of dividends does not guarantee future capital appreciation or to prevent losses. Dividends are Heirloom Wealth Management, LLC FORM ADV 2A Brochure 16  not guaranteed, and it is our view that diligent forward-looking analysis of invest- ments is of paramount importance rather than relying on historical dividend pay- ments to predict the future. Fixed Income: When investing in fixed income, or bonds, depending on the strat- egy we primarily utilize open and closed end mutual funds within portfolios. Broadly speaking as an asset class, fixed income investments offer these potential benefits: • • Principal Preservation: Historically, bonds have exhibited lower levels of volatility than stocks and may be viewed as a safe haven in times of equity market distress. Bonds may also be secured by a variety of collateral or be backed by promises to pay interest and principal by various entities such as corporations, municipalities, and sovereign entities. Income: Fixed income investments make interest payments at regular in- tervals. • Total Return: Like equities, fixed income investments may offer the poten- tial for price appreciation in conjunction with income. • Diversification: Fixed income investments generally do not move in tan- dem with equities or alternative investments offering diversification ben- efits. To further fine tune our understanding of a client’s risk tolerance, our Firm does utilize Nitrogen, a third-party vendor tool to assist in identifying the client’s risk tolerance. Nitrogen technology assists financial planners in two critical tasks: (1) measuring the risk preferences of investors, and (2) applying these preference measurements to portfolio selection. Nitrogen summarizes an investor’s mean- variance risk aversion on a 100-point scale. In connection with this output, the Nitrogen tool “quantifies” the client’s indicated investment risk tolerance through the illustration of expected return (plus/minus) and investment volatility (invest- ment variance) which uses past data to calculate expected variance. Alternative Investment Strategies: Many investors’ portfolios have traditionally re- lied on only two sources of returns: stocks and bonds. Generally, investors con- sider bonds to be a good portfolio diversifier to stocks. They tend to have lower risk, dampen portfolio volatility, and may be good hedges against economic uncer- tainty. However, many investors are surprised to learn that seemingly balanced portfolios of 60% stocks and 40% bonds are 98% correlated to the stock market (Shahidi, 2012). So, what are alternative investments? What are their risk and re- turn characteristics? Heirloom Wealth Management, LLC FORM ADV 2A Brochure 17  Alternative investments are thought of as investments other than stocks and bonds. The alternative investment strategies we offer tend to move independently of stock and bond markets. The main goal of alternatives is to provide access to other return sources, with the potential benefits of reducing the riski of an inves- tor’s portfolio, improving returns, or both. Because these strategies seek to earn profits from opportunities that are distinct from stock and bond markets, they can be among the more diversifying strategies available to investors (AQR Capital Man- agement, LLC, 2017). Alternatives may offer benefits for risk management. As detailed in our investment belief system, investing in assets that behave similarly can be risky as bad and good times tend to come together; however, investing in assets that behave differently than each other may benefit long term performance. This is because when certain assets in a portfolio are flat or suffer weak performance, other investments in the portfolio can still perform well.ii Our firm’s use of alternative investing is limited through our use of mutual funds in a client’s portfolio. The mutual funds used in our alternative allocation may invest in assets and strategies similarly used in hedge funds. While alternative invest- ments may offer potential benefits when used in conjunction with traditional stock and bond portfolios there are additional risks to consider. For example, many al- ternative strategies utilize leverage, short selling and derivatives to meet their ob- jectives. Alternative investments are a broad category. As with any investment, it is very important to read prospectus information and work with your advisor to educate yourself on the potential risks and rewards of the strategies that may be considered for inclusion for your portfolio. Risk of Loss Clients must understand that past performance is not indicative of future results. Therefore, current and prospective clients should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities involves risk of loss. Further, depending on the different types of investments there will be varying degrees of risk. Clients and prospective clients should be prepared to bear investment loss including loss of original principal. Because of the inherent risk of loss associated with investing, our Firm is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to market corrections or declines. Investors should be aware that accounts are subject to the following risks: Market Risk — Even a long-term investment approach cannot guarantee a profit. Economic, political and issuer-specific events will cause the value of securities to Heirloom Wealth Management, LLC FORM ADV 2A Brochure 18  rise or fall. Because the value of investment portfolios will fluctuate, there is the risk that you will lose money and your investment may be worth more or less upon liquidation. Foreign Securities and Currency Risk — Investments in international and emerging- market securities include exposure to risks such as currency fluctuations, foreign taxes and regulations, and the potential for illiquid markets and political instability. Capitalization Risk — Small-cap and mid-cap companies may be hindered as a result of limited resources or less diverse products or services, and their stocks have historically been more volatile than the stocks of larger, more established companies. Interest Rate Risk — In a rising rate environment, the value of fixed-income securities generally declines and the value of equity securities may be adversely affected. Credit Risk — Credit risk is the risk that the issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer’s credit rating or a perceived change in an issuer’s financial strength may affect a security’s value and, thus, impact the fund’s performance. Securities Lending Risk — Securities lending involves the risk that the fund loses money because the borrower fails to return the securities in a timely manner or at all. The fund could also lose money if the value of the collateral provided for loaned securities, or the value of the investments made with the cash collateral, falls. These events could also trigger adverse tax consequences for the fund. Exchange-Traded Funds — ETFs face market-trading risks, including the potential lack of an active market for shares, losses from trading in the secondary markets and disruption in the creation/redemption process of the ETF. Any of these factors may lead to the fund’s shares trading at either a premium or a discount to its “net asset value.” Performance of Underlying Managers — We select the mutual funds and ETFs in the asset allocation portfolios. However, we depend on the manager of such funds to select individual investments in accordance with their stated investment strategy. Liquidity Risk - Liquidity risk exists when particular investments would be difficult to purchase or sell, possibly preventing clients from selling such securities at an advantageous time or price. Our Firm may recommend to clients mutual funds that would have liquidity restrictions. Use of these particular mutual funds would only be recommended to clients who understand the liquidity differences and have a long term investment horizon. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 19  Cybersecurity Risk - In addition to the Material Risks listed below, investing involves various operational and “cybersecurity” risks. These risks include both intentional and unintentional events at Heirloom or one of its third-party counterparties or service providers, that may result in a loss or corruption of data, result in the unau- thorized release or other misuse of confidential information, and generally com- promise our Firm’s ability to conduct its business. A cybersecurity breach may also result in a third-party obtaining unauthorized access to our clients’ information, including social security numbers, home addresses, account numbers, account bal- ances, and account holdings. Our Firm has established business continuity plans and risk management systems designed to reduce the risks associated with cyber- security breaches. However, there are inherent limitations in these plans and sys- tems, including that certain risks may not have been identified, in large part be- cause different or unknown threats may emerge in the future. As such, there is no guarantee that such efforts will succeed, especially because our Firm does not di- rectly control the cybersecurity systems of our third-party service providers. There is also a risk that cybersecurity breaches may not be detected. Interval Fund Risk - Where suitable, our Firm may utilize interval funds in client portfolios. An interval fund is a non-traditional type of closed-end mutual fund that periodically offers to buy back a percentage of outstanding shares from sharehold- ers. Investments in an interval fund involve additional risk, including lack of liquidity and restrictions on withdrawals at the fund sponsor’s sole discretion. During any time periods outside of the specified repurchase offer window(s), investors will be unable to sell their shares of the interval fund. There is no assurance that an inves- tor will be able to tender shares when or in the amount desired. There can also be situations where an interval fund has a limited amount of capacity to repurchase shares and may not be able to fulfill all purchase orders. In addition, the eventual sale price for the interval fund could be less than the interval fund value on the date that the sale was requested. While an internal fund periodically offers to re- purchase a portion of its securities, there is no guarantee that investors may sell their shares at any given time or in the desired amount. As interval funds can ex- pose investors to liquidity risk, investors should consider interval fund shares to be an illiquid investment. Typically, the interval funds are not listed on any securities exchange and are not publicly traded. Thus, there is no secondary market for the fund's shares. Because these types of investments involve certain additional risk, these funds will only be utilized when consistent with a client's investment objec- tives, individual situation, suitability, tolerance for risk and liquidity needs. Invest- ment should be avoided where an investor has a short-term investing horizon and/or cannot bear the loss of some, or all, of the investment. The fund sponsor determines the fund price which investors will transact at based solely on its inter- nal policies and procedures for valuing the non-traded assets withing the fund. There can be no assurance that an interval fund investment will prove profitable or Heirloom Wealth Management, LLC FORM ADV 2A Brochure 20  successful. In light of these enhanced risks, a client may direct HWM, in writing, not to employ any or all such strategies for the client's account. Certain Traded Interval Funds can be purchased by HWM directly with the Client’s custodian without any prior authorization from the client. In these cases, HWM will purchase these inter- val funds on a discretionary basis only when it deems the investments to be suitable for the client. In other cases, certain Non-Traded Interval Funds require the client to execute fund documents in order to invest. In these situations, HWM will not be able to purchase the Non-Traded Interval Funds on a discretionary basis. Both Traded and Non-Traded Interval Funds are subject to all of the risks and limitations outlined above. Structured Notes - Structured products are designed to facilitate highly customized risk- return objectives. While structured products come in many different forms, they typically consist of a debt security that is structured to make no interest pay- ments but a principal payments based upon various assets, rates, or formulas. Many structured products include an embedded derivative component. Structured products may be structured in the form of a security, in which case these products may receive benefits provided under federal securities law, or they may be cast as derivatives, in which case they are offered in the over-the-counter market and are subject to no regulation. Investment in structured products includes significant risks, including valuation, liquidity, price, credit/issuer default, and market risks. One common risk associated with structured products is a relative lack of liquidity due to the highly customized nature of the investment. Moreover, the full extent of returns from the complex performance features is often not realized until ma- turity. As such, structured products tend to be more of a buy-and-hold investment decision rather than a means of trading in and out of a position with speed and efficiency. Another risk with structured products is the credit quality and related default risk of the issuer. Although the cash flows are derived from other sources, the products themselves are legally considered to be the issuing financial institu- tion’s liabilities. The vast majority of structured products are from investment- grade issuers, but that does not eliminate default risk by the issuer. Also, there is a lack of pricing transparency. HWM will value structured notes at the price deter- mined by the client’s custodian, it will not attempt to assess the value of structured notes independently for the purposes of client reporting and billing. There is no uniform standard for pricing, making it harder to compare the net-of-pricing attrac- tiveness of alternative structured product offerings than it is, for instance, to com- pare the net expense ratios of different mutual funds or commissions among bro- ker-dealers. HWM will purchase Structured Notes on a discretionary basis in client portfolios only when the investment is suitable for the client, without notifying the client in advance of the specific terms and conditions of each note. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 21  Non-Transferability - Certain investments used by HWM may not be transferrable to other custodians. Additionally, if they are transferrable, other advisors may be restricted to only sell the positions and not allowed to buy more. This could include certain institutional share class mutual funds, mutual funds closed to new inves- tors, investment available only to approved firms like HWM, alternative invest- ments, structured notes, and interval funds. Energy Sector Risk - The profitability of companies in the energy sector is related to worldwide energy prices, exploration, and production spending. Such companies also are subject to risks of changes in exchange rates, government regulation, world events, depletion of resources and economic conditions, as well as market, eco- nomic and political risks of the countries where energy companies are located or do business. Oil and gas exploration and production can be significantly affected by natural disasters. Oil exploration and production companies may be adversely af- fected by changes in exchange rates, interest rates, government regulation, world events, and economic conditions. Oil exploration and production companies may be at risk for environmental damage claims. Artificial Intelligence and Machine Learning - Certain service providers utilized by the Firm to service client accounts have artificial intelligence components, such as our client relationship management system that utilizes artificial intelligence to summarize client meeting notes. The use of artificial intelligence and machine learning includes increased risk of data inaccuracies and security vulnerabilities. Due to the rapid advancement of machine learning technologies, future risks re- lated to artificial intelligence are unpredictable. As a measure to mitigate these risks to our clients, our Firm performs periodic due diligence of our service provid- ers for assurance that the service providers have appropriate controls in place to protect our clients’ information and to limit data inaccuracies when artificial intel- ligence is used by the service provider. Digital Currency - Our Firm’s use of digital currency in a client portfolio is limited only to publicly traded securities that passively or actively invest in digital currency assets. The shares of certain Products are also publicly quoted on OTC Markets and shares that have become unrestricted in accordance with the rules and regulations of the SEC may be bought and sold throughout the day through any brokerage ac- count. Cryptocurrency (notably, bitcoin), often referred to as “virtual currency”, “digital currency,” or “digital assets,” operates as a decentralized, peer-to-peer fi- nancial exchange and value storage that is used like money. If deemed appropriate, Clients may have exposure to bitcoin, a cryptocurrency. Cryptocurrency operates without central authority or banks and is not backed by any government. Crypto- currencies (i.e., bitcoin) may experience very high volatility. Cryptocurrency is also not legal tender. Federal, state, or foreign governments may restrict the use and Heirloom Wealth Management, LLC FORM ADV 2A Brochure 22  exchange of cryptocurrency, and regulation in the U.S. is still developing. The SEC has issued a public report stating U.S. federal securities laws require treating some digital assets as securities. Cryptocurrency exchanges may stop operating or per- manently shut down due to fraud, technical glitches, hackers, or malware. Due to its relatively recent launch, bitcoin has a limited trading history, making it difficult for investors to evaluate investments in this cryptocurrency. It is possible that an- other entity could manipulate the blockchain in a manner that is detrimental to the bitcoin network. Bitcoin transactions are irreversible such that an improper trans- fer can only be undone by the receiver of the bitcoin agreeing to return the bitcoin to the original sender. Digital assets are highly dependent on their developers and there is no guarantee that development will continue or that developers will not abandon a project with little or no notice. Third parties may assert intellectual prop- erty claims relating to the holding and transfer of digital assets, including crypto- currencies, and their source code. Any threatened action that reduces confidence in a network’s long-term ability to hold and transfer cryptocurrency may affect in- vestments in cryptocurrencies. Investments in the Products are speculative invest- ments that involve high degrees of risk, including a partial or total loss of invested funds. The shares of each Product are intended to reflect the price of the digital asset(s) held by such Product (based on digital asset(s) per share), less such Prod- uct’s expenses and other liabilities. Because each Product does not currently oper- ate a redemption program, there can be no assurance that the value of such Prod- uct’s shares will reflect the value of the assets held by such Product, less such Prod- uct’s expenses and other liabilities, and the shares of such Product, if traded on any secondary market, may trade at a substantial premium over, or a substantial dis- count to, the value of the assets held by such Product, less such Product’s expenses and other liabilities, and such Product may be unable to meet its investment objec- tive. ITEM 9 - DISCIPLINARY INFORMATION We do not have any legal, financial or other “disciplinary” items to report. ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Insurance IARs of HWM may act as agents appointed with various life, disability or other insurance companies, receive commissions, trails, or other compensation from the respective prod- uct sponsors and/or as a result of effecting insurance transactions for clients. You have the right to decide whether or not to act on the insurance recommendations from HWM’s IARs. If you decide to act upon our insurance recommendations, you have the right to choose the insurance professional to use to purchase the insurance products through Heirloom Wealth Management, LLC FORM ADV 2A Brochure 23  HWM’s IAR or any licensed insurance agent not affiliated with HWM. We recognize the fiduciary responsibility to place your interests first and have established policies in this re- gard to mitigate any conflicts of interest. Tax Advisory and Consulting Services Investment Advisor Representatives (IARs) and Owners of our Firm are also owners of Heir- loom Tax Solutions, LLC (“HTS”). HTS is under common ownership with the Firm. This sep- arate but affiliated entity offers tax advisory, consulting and tax preparation services to individuals and corporations looking for additional tax mitigation strategies. In this role, these IARs receive separate yet typical compensation for services. From time to time, they may offer Firm’s Clients services from this activity. These tax services are offered separately and independently of Heirloom Wealth Management. HTS clients may be clients of and referred by Heirloom Wealth Management. This affiliation presents a conflict of interest for us because we may have a direct or indirect financial incentive to recommend an affiliated firm's services. While we believe that com- pensation charged by an affiliated firm is competitive, such compensation may be higher than fees charged by other firms providing the same or similar services. You are under no obligation to use the services of any firm we recommend, whether affiliated or otherwise, and may obtain comparable services and/or lower fees through other firms. Tax Preparation Services Our Firm works with unaffiliated CPAs and/or Accounting Firms to provide tax planning and preparation for individuals and business owners. There is no affiliation or common owner- ship with any of these CPA/Accounting firms. Tax preparation services provided by these outside CPAs is separate and distinct from our investment advisory services. Clients are under no obligation to utilize the services of the tax planning and preparation. Further, our Firm is not compensated for the referrals to these firms. Clients should be aware that the ability to receive additional compensation by HWM and its management persons or employees creates conflicts of interest that impair the objec- tivity of the Firm and these individuals when making advisory recommendations. HWM endeavors at all times to act in the Clients best interest of its clients. As part of our fiduciary duty as a registered investment adviser, we take the following steps, among others to ad- dress this conflict: • we disclose to clients the existence of all material conflicts of interest, including the potential for the Firm and our employees to earn compensation from advisory cli- ents in addition to the Firm's advisory fees; • we disclose to clients that they have the right to decide to purchase recommended investment products from our employees or Related Companies; Heirloom Wealth Management, LLC FORM ADV 2A Brochure 24  • we collect, maintain and document accurate, complete and relevant client back- ground information, including the client’s financial goals, objectives and risk toler- ance; • we conduct regular reviews of each client advisory account to verify that all recom- mendations made to a client are in the best interest of the client’s needs and cir- cumstances; • we require that our employees seek prior approval of any outside employment ac- tivity 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 con- flicts of interest continue to be properly addressed by the 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. IARs of our Firm do not have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading adviser, or an associated person of the foregoing entities. ITEM 11 - CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Our Firm and persons associated with us are allowed to invest for their own accounts or to have a financial investment in the same securities or other investments that we recommend or acquire for your account, and may engage in transactions that are the same as or different than transactions recommended to or made for your account. This creates a conflict of interest. We recognize the fiduciary responsibility to act in your best interest and have established policies to mitigate conflicts of interest. We have developed and implemented a Code of Ethics that sets forth standards of conduct expected of our advisory personnel to mitigate this conflict of interest. The Code of Ethics addresses, among other things, personal trading, gifts, the prohibition against the use of inside information. The Code of Ethics is designed to protect our clients to detect and deter misconduct, educate personnel regarding the firm’s expectations and laws governing their conduct, remind personnel that they are in a position of trust and must act with complete propriety at all times, protect the reputation of HWM, guard against violation of the securities laws, and establish procedures for personnel to follow so that we may determine whether their personnel are complying with the firm’s ethical principles. We have established the following restrictions in order to ensure our firm’s fiduciary responsibilities: Heirloom Wealth Management, LLC FORM ADV 2A Brochure 25  1. A director, officer or employee of HWM shall not buy or sell any securities for their personal portfolio(s) where their decision is substantially derived, in whole or in part, by reason of his or her employment unless the information is also available to the investing public on reasonable inquiry. No supervised employee of HWM shall prefer his or her own interest to that of the advisory client. Trades for supervised employees are traded alongside client accounts. 2. We maintain a list of all securities holdings of anyone associated with this advisory practice with access to advisory recommendations. These holdings are reviewed on a regular basis by an appropriate officer/individual of HWM. 3. We emphasize the unrestricted right of the client to decline to implement any advice rendered, except in situations where we are granted discretionary authority of the client’s account. 4. We require that all supervised employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 5. Any supervised employee not in observance of the above may be subject to termination. You may request a complete copy of our Code of Ethics by contacting us at the telephone number on the cover page of this Part 2; Attn: Chief Compliance Officer. ITEM 12 - BROKERAGE PRACTICES Clients must maintain assets in an account at a “qualified custodian,” generally a broker- dealer or bank. We generally recommend that our clients use Charles Schwab & Co., Inc. Advisor Services (“Schwab”) and Fidelity Brokerage Services LLC, registered broker-dealer, Member SIPC, as the qualified custodian(s) collectively referred throughout as (“Custo- dian”). We are independently owned and operated, and unaffiliated with Custodian. Cus- todian will hold client assets in a brokerage account and buy and sell securities as in- structed. In some cases, our Firm may recommend establishing your account(s) with a firm other than Custodian to maintain custody of your assets. While we recommend that clients use Schwab & Fidelity as Custodian(s), the client must decide whether to do so and open their account(s) with Schwab or Fidelity - or any other custodian - by entering into account agreements directly with them. The client opens their account(s) directly with the Custodian. The account(s) will always be held in the name of the client and never in the Firm or the Investment Advisor Representative’s name. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 26  How We Select Custodians We seek to recommend a custodian/broker who will hold client assets and execute trans- actions on terms that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others: 1. Combination of transaction execution services and asset custody services (gener- ally without a separate fee for custody). 2. Capability to execute, clear, and settle trades (buy and sell securities for client ac- counts). 3. Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.). 4. Breadth of available investment products (stocks, bonds, mutual funds, exchange- traded funds [ETFs], etc.). 5. Availability of investment research and tools that assist us in making investment decisions. 6. Quality of services. 7. Competitiveness of the price of those services (commission rates, other fees, etc.) and willingness to negotiate the prices. 8. Reputation, financial strength, and stability. 9. Prior service to the Firm’s Advisors and our other clients. 10. Availability of other products and services that benefit us, as discussed below (see Products and Services Available to Us from Custodian). Client Brokerage and Custody Costs For our clients’ accounts that Custodian maintains, Custodian generally does not charge separately for custody services. On occasion, a client may be charged fees to custody al- ternative investments held outside of Custodian. Custodian receives compensation by charging commissions, ticket charges or other fees on trades that it executes or that settle into clients’ Custodian accounts. We have determined that having Custodian execute most trades is consistent with our duty to seek “best execution” of client trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see How We Select Brokers/Custodians). Products and Services Available to Us from Custodian Custodian provides the Firm and our clients with access to its institutional brokerage, trad- ing, custody, reporting, and related services, many of which are not typically available to Custodian retail customers. Custodian also makes available various support services. Some of those services help us manage or administer our clients’ accounts; others help us man- age and grow our business. Custodian support services generally are available on an unso- licited basis (we do not have to request them) and at no charge to us. These are considered soft dollar benefits. This is a conflict of interest because receipt of these benefits creates Heirloom Wealth Management, LLC FORM ADV 2A Brochure 27  an incentive to recommend Custodian. We have established policies in this regard to miti- gate any conflicts of interest. We believe that our selection of as the Custodian and broker is in the best interests of clients. The Firm’s Advisors will at all times act in the best interest of their clients and act as a fiduciary in carrying out services to clients. Following is a more detailed description of Custodian’s support services. Services That Benefit Our Clients Custodian’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Custodian include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our cli- ents. Custodian’s services described in this paragraph generally benefit our clients and their accounts. Services That May Not Directly Benefit Our Clients Custodian also makes available to us other products and services that benefit us but may not directly benefit our clients or their accounts. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Custodian’s own and that of third parties. We may use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Custo- dian. In addition to investment research, Custodian also makes available software and other technology that: 1. Provide access to client account data (such as duplicate trade confirmations and account statements). 2. Facilitate trade execution and allocate aggregated trade orders for multiple client accounts. 3. Provide pricing and other market data. 4. Facilitate payment of our fees from our clients’ accounts. 5. Assist with back-office functions, recordkeeping, and client reporting. Services That Generally Benefit Only Us Custodian also offers other services intended to help us manage and further develop our business enterprise. These services include: 1. Educational conferences and events. 2. Consulting on technology, compliance, legal, and business needs. 3. Publications and conferences on practice management and business succession. 4. Access to employee benefits providers, human capital consultants, and insurance providers. Custodian may provide some of these services itself. In other cases, it will arrange for third- party vendors to provide the services to us. Custodian may also discount or waive its fees Heirloom Wealth Management, LLC FORM ADV 2A Brochure 28  for some of these services or pay all or a part of a third party’s fees. Custodian may also provide us with other benefits, such as occasional business entertainment of our person- nel. Our Interest in Custodian’s Services The availability of these services from Custodian benefits us because we do not have to produce or purchase them. These services are not contingent upon us committing any spe- cific amount of business to Custodian in trading commissions. We believe that our selec- tion of Custodian as custodian and broker is in the best interests of our clients. Some of the products, services, and other benefits provided by Custodian benefit the Firm and may not benefit our client accounts. Our recommendation or requirement that you place assets in Custodian's custody may be based in part on benefits Custodian provides to us, or our agreement to maintain certain Assets Under Management at Custodian, and not solely on the nature, cost or quality of custody and execution services provided by Custodian. We place trades for our clients’ accounts subject to our duty to seek best execution and our other fiduciary duties. Custodian's execution quality may be different than other Cus- todians. The Firm annually reviews the relationship between Custodian, our Firm, and the client in order to determine if the custodial relationship is in the best interest of the client. Aggregation and Allocation of Transactions Generally, we make trades on an individual account basis so that we may address clients’ unique circumstances; however, at times we may aggregate transactions if we believe that aggregation is consistent with the duty to seek best execution for our clients and is consistent with the disclosures made to clients and the terms defined in the client Investment Management Agreement. No advisory client will be favored over any other client, and each account that participates in an aggregated order will participate at the average share price (per custodian) for all transactions in that security on a given business day. We may aggregate trades for ourselves or our supervised persons with your trades, providing that the following conditions are met: 1. Our policy for the aggregation of transactions shall be fully disclosed to our existing clients (if any) and the Custodian(s) through which such transactions will be placed; 2. We will not aggregate transactions unless we believe that aggregation is consistent with our duty to seek the best execution (which includes the duty to seek best price) for you and is consistent with the terms of our Investment Management Agreement with you for which trades are being aggregated; Heirloom Wealth Management, LLC FORM ADV 2A Brochure 29  3. No advisory client will be favored over any other client; each client that participates in an aggregated order will participate at the average share price for all our trans- actions in a given security on a given business day, with transaction costs based on each client’s participation in the transaction; 4. We will prepare a written statement (“Allocation Statement”) specifying the partic- ipating client accounts and how to allocate the order among those clients; 5. If the aggregated order is filled in its entirety, it will be allocated among clients in accordance with the allocation statement; if the order is partially filled, the alloca- tion will be distributed to participating accounts on a pro-rata basis; 6. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the Allocation Statement if all client accounts receive fair and equitable treatment and the reason for difference of allocation is explained in writ- ing and is reviewed by the Chief Compliance Officer. Our books and records will separately reflect, for each client account, the orders of which aggregated, the se- curities held by, and bought for that account; 7. We will receive no additional compensation or remuneration of any kind as a result of the proposed aggregation; and, 8. Individual advice and treatment will be accorded to each advisory client. Trade Errors We have implemented procedures designed to prevent trade errors; however, trade errors in client accounts cannot always be avoided. Consistent with the Firm’s fiduciary duty, it is the Firm’s policy to correct trade errors in a manner that is in the best interest of the client. In cases where the client causes a trade error, the client will be responsible for any loss resulting from the correction. Depending on the specific circumstances of the trade error, the client may not be able to receive any gains generated as a result of the error correction. In all situations where the client does not cause the trade error, the client will be made whole and we will absorb any loss resulting from the trade error if the error was caused by the firm. If the error is caused by the custodian, the custodian will be responsible for covering all trade error costs. We will never benefit or profit from trade errors. Directed Brokerage We do not routinely recommend, request or require that you direct us to execute transactions through a specified broker dealer. Additionally, we typically do not permit you to direct brokerage. We place trades for your account subject to our duty to seek best execution and other fiduciary duties. ITEM 13 - REVIEW OF ACCOUNTS Account Reviews and Reviewers – Investment Supervisory Services Our Investment Adviser Representatives will monitor client accounts on a regular basis and perform annual reviews with each client. All accounts are reviewed for consistency with Heirloom Wealth Management, LLC FORM ADV 2A Brochure 30  client investment strategy, asset allocation, risk tolerance, and performance relative to the appropriate benchmark. More frequent reviews may be triggered by changes in an account holder’s personal, tax or financial status. Geopolitical and macroeconomic specific events may also trigger reviews. Statements and Reports The custodian for the individual client’s account will provide clients with an account statement at least monthly. Reports may also be provided at every client meeting. Communication to clients will be done on an as needed basis with a minimum of 1 contact per calendar year. You are urged to compare the reports provided by HWM against the account statements you receive directly from your account custodian. ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION Our Firm does not pay any cash or non-cash compensation to independent third parties for client referrals made to our Firm. Referral Arrangement Our Firm informs its clients and prospective clients of IFI Depository Program “IFI Cash Program.” The IFI Cash Program is a deposit bank account program established to benefit individual investors by offering a cash management solution designed to enhance returns on cash savings while providing 100% FDIC insurance protection. We receive a referral fee (up to 0.50% annually) from IFI based on the average daily balance of each individual ac- count referred by our Firm who participates in the IFI Cash Program. Prospective clients receive notification of this referral arrangement prior to opening an account at IFI. We receive an economic benefit from Custodian in the form of the support products and services it makes available to us. These products and services, how they benefit us, and the related conflicts of interest are described above under Item 12 Brokerage Practices. The availability to us of Custodian’s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. Our Firm may be asked to recommend a financial professional, such as an attorney, accountant, or mortgage broker. In such cases, our Firm does not receive any direct compensation in return for any referrals made to individuals or firms in our professional network. Clients must independently evaluate these firms or individuals before engaging in business with them and clients have the right to choose any financial professional to conduct business. Individuals and firms in our financial professional network may refer clients to our Firm. Again, our Firm does not pay any direct compensation in return for any referrals made to our Firm. Our Firm does recognize the fiduciary responsibility to place your interests first and have established policies in this regard to mitigate any conflicts of interest. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 31  training events hosted by product From time to time, we may receive expense reimbursement for travel, marketing and/or seminar expenses from distributors of investment and/or insurance products. Travel expense reimbursements are typically a result of attendance at due diligence and/or investment sponsors. Marketing-expense reimbursements are typically the result of informal expense sharing arrangements in which product sponsors may underwrite costs incurred for marketing such as advertising, publishing and seminar expenses. Although receipt of these travel and marketing expense reimbursements are not predicated upon specific sales quotas, the product sponsor reimbursements are typically made by those sponsors for whom sales have been made or it is anticipated sales will be made. ITEM 15 – CUSTODY We do not have physical custody, as it applies to investment advisors. Custody has been defined by regulators as having access or control over client funds and/or securities. For all accounts, our firm has the authority to have fees deducted directly from client accounts. Our firm has established procedures to ensure all client funds and securities are held at a qualified custodian in a separate account for each client under that client’s name. Clients or an independent representative of the client will direct, in writing, the establishment of all accounts and therefore are aware of the qualified custodian’s name, address and the manner in which the funds or securities are maintained. Finally, account statements are delivered directly from the qualified custodian to each client, or the client’s independent representative, at least quarterly. You should carefully review those statements and are urged to compare the statements against reports received from HWM. When you have questions about your account statements, you should contact HWM or the qualified custodian preparing the statement. Please refer to Item 5 for more information about the deduction of adviser fees. ITEM 16 – INVESTMENT DISCRETION For discretionary accounts, prior to engaging HWM to provide investment advisory services, you will enter a written Agreement with us granting the firm the authority to supervise and direct, on an on-going basis, investments in accordance with the client’s investment objective and guidelines. In addition, you will need to execute additional documents required by the Custodian to authorize and enable HWM, in its sole discretion, without prior consultation with or ratification by you, to purchase, sell or exchange securities in and for your accounts. We are authorized, in our discretion and without prior consultation with you to: (1) buy, sell, exchange and trade any stocks, bonds or other securities or assets and (2) determine the amount of securities to be bought or sold and (3) place orders with the custodian. Any limitations to such discretionary authority will be communicated to our Firm in writing by you, the client. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 32  The limitations on investment and brokerage discretion held by HWM for you are: 1. For discretionary accounts, we require that we be provided with authority to determine which securities and the amounts of securities to be bought or sold. 2. Any limitations on this discretionary authority shall be in writing as indicated on the investment advisory Agreement. You may change/amend these limitations as required. In some instances, we may not have discretion. We will discuss all transactions with you prior to execution or you will be required to make the trades if in an employer sponsored account. In regard to any donor advised accounts described in Item 5 above, if our Firm is selected to act as an investment adviser by the Charitable Platforms, we will maintain discretion to manage such assets pursuant to the applicable Charitable Platform’s specific investment guidelines. Compliance with such investment guidelines will also be monitored by the re- spective Charitable Platform’s personnel. ITEM 17 – VOTING CLIENT SECURITIES investments that become the subject of any legal proceedings, We will not vote proxies on your behalf. You are welcome to vote proxies or designate an independent third-party at your own discretion. You designate proxy voting authority in the custodial account documents. You must ensure that proxy materials are sent directly to you or your assigned third party. We do not take action with respect to any securities or including other bankruptcies. Clients can contact our office with questions about a particular solicitation by phone at 720-328-2877. Class Action Suits - A class action is a procedural device used in litigation to determine the rights of and remedies, if any, for large numbers of people whose cases involve common questions of law and/or fact. Class action suits frequently arise against companies that publicly issue securities, including securities recommended by investment advisors to cli- ents. With respect to class action suits and claims, you will have the responsibility for class actions or bankruptcies, involving securities purchased for or held in your account. We do not provide such services and are not obligated to forward copies of class action notices we may receive to you. ITEM 18 – FINANCIAL INFORMATION We do not require or solicit prepayment of more than $1200 in fees per client, six months or more in advance. Therefore, we are not required to include a balance sheet for our most recent fiscal year. Heirloom Wealth Management, LLC FORM ADV 2A Brochure 33  Finally, we have not been the subject of a bankruptcy petition at any time. i Risk in the alternative investments section is defined as portfolio volatility AQR Capital Management, LLC. (2017). What to Expect From Alternatives. Greenwich, CT: AQR Captial Managemetn. Jeremy Siegel, Professor of Finance at the Wharton School of the University of Pennsylvania. (2016). The Power of Dividends. New York, NY: Wisdom Tree. Shahidi, A. (2012, April 24). Why a 60/40 Portfolio isn't Diversified. Retrieved from Advisor Perspectives: https://www.advisorperspectives.com/articles/2012/04/24/why-a-60-40- portfolio-isn-t-diversified Heirloom Wealth Management, LLC FORM ADV 2A Brochure 34