HOWARD CAPITAL MANAGEMENT, INC.

Howard Capital Management, Inc. 1145 Hembree Rd. Roswell, GA 30076 phone: 770.642.4902 fax: 770.642.4906 https://www.hcmguidedretirement.com/ https://www.howardcmfunds.com/ https://www.howardcmetfs.com/ https://www.howardcm.com/ https://www.howardcmpws.com https://www.401koptimizer.com/ https://www.tspoptimizer.com/ https://www.hcmuniversity.com/ May 8, 2025 FORM ADV PART 2A BROCHURE This brochure provides information about the qualifications and business practices of Howard Capital Management, Inc. If you have any questions about the contents of this brochure, please contact us at 770.642.4902. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Howard Capital Management, Inc. is also available on the SEC's website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Howard Capital Management, Inc. is 118070. Howard Capital Management, Inc. is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Summary of Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since our last annual updating amendment dated March 28, 2024, we have amended certain disclosures in this brochure: • At Item 1 to remove the MyFedLife.com website • At Item 4 to remove details concerning the collection of financial planning fees and to indicate that certain of the firm’s registered funds are managed on a total return basis • At Item 5 to revise the manner in which our a client’s total fee, and the amount we pay to a client’s primary investment professional, are described • At Item 5 to discuss discounts and refund provisions for TSP OptimizerTM services • At Item 5 to increase and enhance disclosures regarding termination of our services and our related refund practices • At Items 4, 6, and 10 to remove details concerning our private fund management services and associated compensation and affiliation details • At Item 8 to increase and enhance disclosures regarding the use of the HCM-BuyLine® proprietary indicator and the overall risks associated with our investment strategies • At Item 8 to incorporate disclosures regarding the use of HCM Pivot Point® proprietary indicators and the potential use of leveraged funds and derivatives in our mutual funds and ETFs • At Item 10 to remove details regarding our former affiliated insurance agency • At Item 12 to revise disclosure regarding the limitations of Directed Brokerage arrangements and our Trade Rotation practices • At Item 12 to incorporate disclosure regarding our mutual fund share class allocation practices and related conflicts and limitations • At Item 13 to revise the description of reviews conducted by our Investment Committee and to incorporate disclosure regarding account reviews conducted for suitability purposes • At Item 15 to remove details regarding referral payments to a former indirect owner of our firm and associated conflicts of interest • At Item 17 to revise disclosure regarding the firm’s proxy voting policies for its proprietary funds Should you have any questions about any of these updates, you should contact our Chief Compliance Officer at 770.642.4902. 2  Item 3 Table Of Contents Item 1 Cover Page Item 2 Summary of Material Changes Item 3 Table Of Contents Item 4 Advisory Business Item 5 Fees and Compensation Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Types of Client Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information Page 1 Page 2 Page 3 Page 4 Page 10 Page 12 Page 12 Page 13 Page 15 Page 15 Page 16 Page 17 Page 21 Page 21 Page 21 Page 22 Page 22 Page 23 3  Item 4 Advisory Business Description of Services and Fees Howard Capital Management, Inc. is a registered investment adviser based in Roswell, Georgia. We are organized as a corporation under the laws of the State of Delaware. We have been providing investment advisory services since 1999. The firm is wholly owned by Ronald Vance Howard. Currently, we offer the following investment advisory services: • Diversified Portfolio Development/Management/Ongoing Monitoring • Private Wealth Services • Mutual Fund Advisory Services • Self-Directed Brokerage Window (SDBA) • Sub-Advisory Services • 401(k) Optimizer® • HCM Guided Retirement • Thrift Savings Plan Services (TSP OptimizerTM) The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we", "our" and "us" refer to Howard Capital Management, Inc. and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term "Associated Person" throughout this brochure. As used in this brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Inc. (“HCM”) provides fee-only discretionary investment Howard Capital Management, management services. HCM primarily manages accounts introduced to it by unaffiliated broker- dealers and investment adviser (the “primary investment professional”), pursuant to which HCM generally pays a portion of its management fee to the introducing broker-dealer or investment advisor in accordance with the parameters of SEC Rule 206(4)-1, as amended, and/or its successor regulations. The referring broker-dealers and investment advisers maintain both the initial and ongoing day-to-day relationship with the client, including initial and ongoing determination of client suitability for HCM’s investment strategies. HCM does not provide financial planning and/or related consulting services. HCM does not serve as an attorney, accountant, record keeper, pension administrator or insurance agent. Howard Capital Management, Inc. does not prepare estate planning documents or tax returns, nor does it sell insurance products. Diversified Portfolio Development/Management/Ongoing Monitoring We or the client’s primary investment professional will gather information regarding the client’s financial situation, risk tolerance, investment objectives, and other details regarding the client’s investment profile. Based on this information, we or the primary investment professional will allocate, or recommend the client allocate, investment assets amongst various models, investment strategies, and investment vehicles that we manage on a discretionary basis. For clients with whom we have a direct relationship, we will regularly reach out to request updated investment profile details from the client, but it otherwise remains the client’s responsibility to inform us of any material changes to the client’s financial situation, investment objectives, or other investment profile information as those changes arise. When a client engages us through their primary investment professional, the primary investment professional will be responsible for receiving and regularly updating this investment profile information and for ensuring that the selected investment models and strategies implemented for the client are suitable for the client’s investment profile. In such engagements, we play no role in 4  determining the appropriateness or suitability of any of our services, investment models, strategies, or investment vehicles for the client’s individual circumstances. We will review, analyze, and supervise the purchase and sale of, the financial assets placed under our management. The client and/or the client’s primary investment professional will authorize our firm to exercise discretion to determine the securities, and amount of securities, to be purchased or sold for your account, in accordance with the terms and conditions of the advisory agreement with our firm (hereinafter the "Advisory Agreement"). We may provide any number of services, including but not necessarily limited to: asset management, portfolio analysis, and asset allocation services, in each case based on your investment objectives and financial circumstances as communicated to us by your primary investment professional. For these services, we will charge you an advisory fee. A client’s “primary investment professional” is generally a financial industry professional with whom the client has an established relationship, such as registered representatives of broker-dealers, investment advisor representatives ("IARs") of registered investment advisors, financial planners and CPAs (each a "Referring Entity"). These primary investment professionals are generally not affiliated with our firm, nor are they subject to our supervision and oversight. Please refer to the "Client Referrals and Other Compensation" section of this Brochure for information regarding such arrangements. In limited circumstances, we may offer non-continuous asset management services. Under these arrangements, while your accounts may be periodically monitored on a regular basis for performance and adherence to your stated objectives, our understanding of your stated objectives may be formed without consideration of your other assets, investments, insurance and other obligations. Private Wealth Services Our private wealth services (“PWS”) division is very similar to Development/Management/Ongoing Monitoring, with an emphasis toward primary investment professionals who have high net worth clients. PWS assists in identifying and implementing strategies to give them the best opportunity to achieve their comprehensive financial goals. The PWS team addresses the investment portfolio in a similar manner to that described in the Development/Management/Ongoing Monitoring section above, while also introducing and assisting vendors in the areas of estate, business, and tax reduction strategies. HCM receives a management fee on the client’s portfolio. HCM does not receive any compensation from any vendors who engage with the advisors or clients. Mutual Fund and Exchange-Traded Fund Management Services We provide investment management services to the HCM Tactical Growth Fund, the HCM Dividend Sector Plus Fund, the HCM Dynamic Income Fund, and the HCM Income Plus Fund, mutual funds registered under the Investment Company Act of 1940. We also provide investment advisory services to the HCM Defender 100 and HCM Defender 500 exchange-traded funds (collectively, the mutual funds and exchange-traded funds are referred to as the “Funds”). The Funds seek long-term capital appreciation or total return (as reflected in the investment objectives described in each Fund’s prospectus) through investments in (i) domestic equity securities of any market capitalization, (ii) investment companies (including mutual funds that use leverage), closed-end funds and exchange traded funds ("ETFs"), (including ETFs that use leverage), and (iii) cash and cash equivalents. With respect to our mutual funds, we are entitled to an annual management fee equal to 1.25% (0.95% for HCM Income Plus Fund) of each of the Funds' average daily net assets, paid on a monthly basis. We are entitled to an annual management fee equal to 0.77% of each exchange-traded fund’s daily net assets, paid on a monthly basis. 5  We may recommend investments in the Funds for other advisory client accounts, including accounts for owners, officers, and investment advisor representatives associated with our firm. If you have engaged us for discretionary management services, we may invest a percentage of your assets in the Funds, up to 100%, without further approval from you. Securities held in separate accounts, including accounts for owners, officers, and other individuals associated with our firm, may also be the same securities as those purchased by the Funds. funds. Advisory fees you pay to us described in Expenses, such as administrative, management, and other fund charges, are associated with all mutual the Diversified Portfolio Development/Management/Ongoing Monitoring and Private Wealth Services sections below are separate and distinct from the fees and expenses charged by the Funds, which are explained in the Fund's prospectus available online at howardcmfunds.com. You should refer to the prospectus for a complete description of the fees, investment objectives, risks and other relevant information associated with investing in the Funds. Please Note: Material Conflict of Interest. In discretionary advisory arrangements, we are authorized, without prior consultation with the client, to buy our affiliated mutual funds and exchange-traded funds, in which event we, in accounts other than accounts subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) (“ERISA Accounts”), shall receive both a management fee payable by the affiliated mutual funds and an advisory fee pursuant to paragraph 5 below. Because we receive compensation from the Funds, there is a material conflict of interest, as we have a financial incentive to invest your assets in the Funds or to recommend that you invest in the Funds rather than other investments. When you use our advisory services, it is possible for us to receive two payments from your investment. One payment is from our services we provide to you as outlined in the Advisory Agreement. The second fee is from the payments we receive from the Funds themselves. However, we will only make such investments and/or recommendations where we believe it is consistent with our fiduciary duty and your investment objectives. For ERISA Accounts, our compensation arrangements can result in prohibited transactions, in which case we may rely on one or more prohibited transaction exemptions, including but not limited to U.S. Department of Labor Prohibited Transaction Exemption (“PTE”) 77-4 (“77-4”) and/or PTE 2020-02 (the “DOL Rule”). When relying on PTE 77-4, the client will approve the investment of assets in our affiliated mutual funds through the client’s investment advisory agreement. When ERISA Account assets are then allocated to our affiliated mutual funds, we will receive an advisory fee from the fund for our fund management services. In these arrangements, any advisory fees we charge to the client directly will be offset by the fees we receive for fund management. To the extent that such investments otherwise would constitute a prohibited transaction under ERISA, the client’s primary investment professional, prior to investing client assets in one of our funds, may: (1) agree that they will take all actions necessary to assure that the conditions of PTE 77-4 are satisfied; (2) approve the investment advisory and other fees paid by each of such affiliated mutual fund in relation to the fees paid by the client under such agreement; and (3) acknowledge receipt of the current prospectus issued by each of our funds and other disclosures required under PTE 77- 4, and that it is on the basis of such information that the primary investment professional gives this approval. We may also rely on the DOL Rule as a PTE. When we provide investment advice to a client regarding the client’s retirement plan account or individual retirement account, we do so as a fiduciary within the meaning of Title I of the ERISA and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with client interests, so we may rely upon the DOL Rule, which is a special rule that 6  requires us to act in the client’s best interest and not put our interests ahead of the client’s. Under DOL Rule, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of the client’s when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in the client’s best interest; • Charge no more than is reasonable for our services; and • Give the client basic information about conflicts of interest. We will make a good faith effort to determine if an investment in the Funds is in your best interest after considering such factors as your goals, time horizon, risk tolerance (items contained in the Risk Tolerance Questionnaire); and the strategies, fees and expenses of other comparable mutual funds. It is possible for you to purchase mutual funds and ETFs directly, without our advisory services. By using our advisory services and agreeing to the fee associated with these services, you are consenting to the aforementioned conflict of interest. Any questions pertaining to this conflict of interest or any other issues should be addressed with our Chief Compliance Officer. Self-Directed Brokerage Window For individuals who may have retirement assets in a participant-directed plan, we offer investment services through a self-directed brokerage window. As opposed to being limited by a retirement plan's particular set of investment choices, your plan provider may offer you a self-directed brokerage account (SDBA) with the ability to select from a wide range of investments, including most listed stocks, mutual funds, and ETFs. This line up may include, or be limited exclusively to, the Funds - our affiliated mutual funds and exchange-traded funds. A conflict of interest exists if you invest in a self-directed brokerage window. The sole compensation that we receive for this service comes from recommendations to invest in our proprietary Funds, and we therefore have a financial incentive to invest your assets in the Funds or to recommend that you invest in the Funds rather than other investments. In addition, the Investor Class Shares of the Funds pay shareholder services fees (12b-1 fees). Funds and/or fund share classes that pay 12b-1 or similar shareholder services fees generally carry a higher internal expense ratio than funds and/or fund share classes which do not pay such fees. Our recommendation that a client engage in a transaction which will result in the payment of 12b-1 or similar shareholder services fees, therefore, presents a further conflict of interest. Please see Item 10 below for further details. When you engage us in a SDBA arrangement, you may grant us limited power of attorney - limited to the purchase and sale of securities, including the trading of options, if applicable. This trading authorization gives us the ability to buy and sell the same range of securities that you have access to as if you were to trade the account yourself. You grant us discretion to trade your account without approval or directions from you, but in accordance with the Advisory Agreement. Notwithstanding this discretionary authority, we generally will not use discretion to allocate assets between Funds in a manner that would serve to increase our total compensation, and, to the extent applicable, we will generally only provide such recommendations on a non-discretionary basis. 7  We do not have the authority to transfer, withdraw or disperse money or assets from your account. Sub-Advisory Services We may also serve as a sub-adviser to unaffiliated registered investment advisers per the terms and conditions of a written Sub-Advisory Agreement. With respect to our sub-advisory services, the unaffiliated investment advisers that engage our sub-advisory services maintain both the initial and ongoing day-to-day relationship with the underlying client, including initial and ongoing determination of client suitability for our designated investment strategies. If the custodian/broker- dealer is determined by the unaffiliated investment adviser, we will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a result, client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case through alternative clearing arrangements recommended by us. Higher transaction costs adversely impact account performance. 401(k) Optimizer® We offer personalized non-discretionary investment management services to retirement plan participants through 401(k) Optimizer®, a web-based tool intended to help clients invest in their employer’s 401(k) or similar defined contribution plan. Through this offering, the 401(k) Optimizer tool analyzes the plan participant’s risk tolerance considering current market conditions and provides recommendations based on the investment options available in the client’s retirement plan. The 401(k) Optimizer® tool then monitors and provides recommendations on a quarterly basis. In providing these services, 401(k) Optimizer® leverages HCM-BuyLine®, a proprietary indicator that signals when and how much to invest in equities. HCM Guided Retirement We offer personalized discretionary investment management services to retirement plan participants through HCM Guided Retirement. This custom model approach helps clients invest in their employer’s 401(k) or similar defined contribution plan. Through this offering, plan participants have access to custom risk-based asset allocation services. In our capacity as an investment manager under Section 3(38) of ERISA, we provide discretionary asset allocations amongst the investment options available. HCM Guided Retirement then monitors and reallocates and/or rebalances the participant’s plan assets on at least a quarterly basis. In providing these services, HCM Guided Retirement leverages HCM-BuyLine®, a proprietary indicator that signals when and how much to invest in equities. HCM’s annual fee assessed to the plan for this service is 0.06% of plan assets, assessed on a quarterly basis, in arrears. Plans may select either our HCM Blended Models or our Custom models. The Custom Models utilize the existing funds in the plan’s core fund line-up. We then create 5 risk-based investment models from which participants can select. For participants electing to place assets in the Custom models, the participant’s annual fee will be 0.40% of participant assets placed within the models. This 0.40% includes certain custodial fees but is exclusive of transactions costs and commissions assessed by the custodian. Plans may also select our HCM Blended Models, which are models comprised of our HCM Funds. Plans and participants selecting the Blended Models are not assessed any fees for utilizing these models, but there is a custodial fee assessed by the custodian on the plan. Custodial fees generally range from 2.5 bps to 3.5bps, depending on the custodian. TSP OptimizerTM Through our TSP OptimizerTM tool, we offer services to federal employees in choosing and allocating investments of assets held in a Thrift Savings Plan. Similar to our 401(k) Optimizer®, TSP OptimizerTM will review your information, risk tolerance, investment horizon, and other relevant 8  factors to properly allocate and diversify your portfolio. Types of Investments We offer advice on equity securities, exchange traded fund shares, and mutual fund shares. Assets Under Management As of 12/31/2024, we managed approximately $6,866,502,932 in client assets on a discretionary basis. Item 5 Fees and Compensation Diversified Portfolio Development/Management/Ongoing Monitoring and Private Wealth Services Advisory fees are negotiable depending upon your individual facts and circumstances (i.e., size of account, length of time with our firm, etc.) and at our sole discretion. The client’s advisory fee is generally payable directly to us, and we share a portion of the total advisory fee with the client’s primary investment professional. The fee is based on a percentage of your assets we manage, and the portion of the advisory fee that we retain, after payment to your primary investment professional, will range up to, but will not exceed, 1.1% of assets under management. The highest advisory fee rate charged may be higher than the rates charged by other advisers for comparable services. However, fees shall vary depending upon various objective and subjective factors, including but not limited to: the amount of assets to be managed; account composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional assets; the professional(s) rendering the service(s); and negotiations with the client. As a result of these factors, similarly situated clients could pay different fees, and the services to be provided by us to any particular client could be available from other advisers at lower fees. The advisory fee will be based upon the total asset value of the securities under management in the account. Fees will be charged according to the Advisory Agreement. Your annual advisory fee is generally billed monthly in advance, calculated as a percent of the value of your account at the close of the last business day of the previous month. Exceptions to this general practice (e.g., granting allowances for quarterly billing or collecting fees in arrears) may be made at our sole discretion. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. It is your responsibility to verify the accuracy of the fee calculation. Advisory fees may be negotiable under certain circumstances, at our sole discretion. Depending on individual arrangements made, fees paid by one client may be higher or lower than fees paid by another client under similar circumstances. There may be transaction charges involved with the purchasing or selling of securities which are separate and distinct from advisory fees paid to our firm. Termination of Advisory Relationship You or our firm may terminate these services at any time and for any reason, upon thirty (30) days written notice to the other party. We will cease assessing our advisory fee upon receipt of your termination notice, but you will continue to receive our services until the effective date of termination. Upon notice of termination, we will await further instructions from you as to what steps 9  you request to liquidate and/or transfer the portfolio and remit the proceeds. Upon instructions received, we will instruct brokers, dealers, mutual fund sponsors, and others to liquidate and/or transfer the portfolio and remit proceeds to you. To the extent applicable, we will promptly refund any unearned advisory or management fees (prorated through the effective date of termination) following a written request from you to do so. Clients are advised that, because we collect fees on a monthly basis, require thirty (30) days advance notice of termination, and continue to provide our services through the thirty (30) day termination period, clients will generally not be owed a refund. Clients may terminate our services within five (5) business days of signing the Advisory Agreement without incurring any charges. Additional Fees and Expenses As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You may also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices, please refer to the "Brokerage Practices" section of this brochure. Please Note: Cash Positions. We believe that cash and cash equivalents are a material component of a client’s investment allocation. As a result, at any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), we may maintain cash or cash equivalent positions for defensive, liquidity, or other purposes. All cash and cash equivalent positions (money markets, etc.) shall be included as part of assets under management for purposes of calculating the client’s advisory fee, unless otherwise agreed, in writing. Clients are advised that, at any given time, our advisory fee may exceed the yield earned on cash and cash equivalent holdings. Self-Directed Brokerage Window Self-directed brokerage accounts we manage are not charged a direct advisory fee. The compensation we receive through this arrangement is from fees paid to us from the Funds. 401(k) Optimizer® For individual clients, we charge an annual subscription fee of $108, payable monthly in advance. Associated Persons may also subscribe to the 401(k) Optimizer® through an Advisor Subscription. At the Associated Person's discretion, the Associated Person may grant you a complimentary subscription to the 401(k) Optimizer® as part of their financial planning process or marketing efforts. This service is subject to a negotiable monthly fee, which monthly fee shall vary based on various objective and subjective factors and shall be payable by the Associated Person. HCM Guided Retirement HCM’s annual fee assessed to the plan for this service is 0.06% of plan assets, assessed on a quarterly basis, in arrears. Plans may select either our HCM Blended Models or our Custom models. When Custom Models are selected, a participant-level annual fee for this offering is assessed at a rate of 0.40% of assets placed within the models. This fee is only charged to participants that elect to invest in these custom models. This 0.40% includes custodial fees. 10  Plans may also select our HCM Blended Models, which are models comprised our HCM Funds. Plans selecting the Blended Models are not assessed any fees for utilizing these models, but there is a custodial fee assessed by the custodian on the plan. Custodial fees range from 2.5 bps to 3.5bps, depending on the custodian. To the extent applicable, the fee shall be directly debited on a quarterly basis, in arrears, from the relevant participant’s retirement plan account. TSP OptimizerTM For individual clients, we charge an annual subscription fee of $108, payable monthly in advance. Discounts on the annual subscription fee may be provided for clients who pay the entire annual fee in advance. We do not provide refunds of prepaid TSP OptimizerTM fees in the event of termination, and all client should be guided accordingly. Associated Persons may also subscribe to the TSP OptimizerTM through an Advisor Subscription. At the Associated Person's discretion, the Associated Person may grant you a complimentary subscription to the TSP OptimizerTM as part of their financial planning process or marketing efforts. This service is subject to a negotiable monthly fee, which monthly fee shall vary based on various objective and subjective factors and shall be payable by the Associated Person. Item 6 Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Side-by- side management refers to the practice of managing accounts that are charged performance- based fees while at the same time managing accounts that are not charged performance-based fees. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Our fees are calculated as described in the "Advisory Business" section above, and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Item 7 Types of Clients We offer investment advisory services to individuals, high net worth, trusts, estates, charitable organizations, corporations, and other business entities. In general, we require a minimum asset level of $25,000 to open and maintain an advisory account and a minimum asset level of $15,000 for our SDBA services or for managing assets held in a variable annuity. Certain investment allocation models that we utilize may also maintain minimum asset level requirements, including our Ultra Aggressive model, which requires a minimum asset level of $500,000. HCM, in its sole discretion, may reduce or waive its minimum account size requirements, and/or charge a lesser investment advisory fee based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. ANY QUESTIONS: Our Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding advisory fees. 11  Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Our Methods of Analysis and Investment Strategies We use a proprietary market indicator, the HCM-BuyLine®, in managing the investments in clients' accounts. Our investment strategies are designed to protect capital in market downturns while using our tactical approach to seek to outperform the major indices during market upswings. The HCM-BuyLine® tells us when and how much to invest in equities. Simply put, it gives us an objective indicator of the intermediate-term trend of the market. If the bulls are in control, our strategy is to increase investment exposure to equities in order to take advantage of the gains a bull market can possibly bring. However, if the bears are in control, we typically move our clients' capital to the relative safety of money markets or short-term bonds. Each investment strategy we provide uses independent HCM-BuyLine® parameters, meaning the HCM-BuyLine® may produce different signals for different strategies at different times. Not every HCM-BuyLine® buy and sell will result in a profitable trade. Furthermore, not every HCM-BuyLine® buy signal will result in full investment exposure to equities, nor will every HCM- BuyLine® sell signal result in full withdrawal from equity exposure. However, there have been situations in the past in which HCM reduced clients' exposure to equities during market downturns by following an HCM-BuyLine® signal, thereby preserving capital. There can be no assurance that the HCM-BuyLine® indicator will protect a portfolio from loss of capital. An important goal of the HCM- BuyLine® is to outperform the market on a long-term basis. The reason is the mathematics of gains and losses. For example, a portfolio which suffers a 30% loss takes a 43% gain to return to the previous portfolio value. The HCM-BuyLine® is a reactive indicator, not a proactive one. It will not catch the first 5-10% of a bull or bear move. Ideally, it will avoid most of the downtrends and catch the vast bulk of the uptrends. There may be times when the use of the indicator will result in a loss when we re-enter the market. Other times, there may be a modest positive impact. When severe downtrends occur, however, such as in 2000-2002 and 2007-2008, it has the potential to make a significant difference in portfolio performance. Naturally, there can be no guarantee that the HCM-BuyLine® indicator will perform as anticipated. All investment approaches have the potential for loss as well as gain. We may also use our proprietary HCM Pivot Point® indicators in managing client accounts. HCM Pivot Point® uses historical security price data (e.g., opening and closing prices, daily highs, daily lows, etc.) in an attempt to identify short-to-intermediate term support and resistance levels and potential changes in trends in specific a security’s market. When the HCM Pivot Point® identifies a potential entry or exit point for a security, we will assess the security and signal in light of the subject investment strategy and/or portfolio to determine whether a resulting security transaction(s) is appropriate. Neither the HCM-BuyLine® nor HCM Pivot Point® are automated trading programs, and not all HCM-BuyLine® and/or HCM Pivot Point® signals will result in securities transactions. Except where agreed, we retain all discretionary decision-making with respect to securities transactions resulting from HCM Pivot Point® and/or HCM-BuyLine® signals. As a result, transactions in client accounts resulting from HCM-BuyLine® and/or HCM Pivot Point® signals may not occur on the same day the signal(s) is produced. In addition, certain products, custodians and portfolios may have a delay in execution, which could cause actual transaction dates to differ from the dates when HCM Pivot Point® and/or HCM-BuyLine® produced signals. In some instances, this could result in securities transactions (or lack of transactions) which result in less favorable overall performance than if the HCM Pivot Point® and/or HCM-BuyLine® programs had automatically initiated such transactions (or had refrained from such transactions). Use of HCM Pivot Point® 12  and/or HCM-BuyLine® does not guarantee outperformance of any strategies not employing such programs and does not insulate an investor from the risk of loss. We may also use one or more of the following methods of analysis or investment strategies when providing investment advice to you: • Fundamental Analysis - involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company's industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. • Technical Analysis - involves studying past price patterns and trends in the financial markets to predict the direction of both the overall market and specific stocks. • Short Term Purchases - securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other various suitability factors, as communicated to us by your primary investment professional. Your restrictions and guidelines may affect the composition of your portfolio. The risk of market timing based on technical analysis is that charts may not accurately predict future price movements. Current prices of securities may reflect all information known about the security and day to day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. We may use investment strategies that involve buying and selling securities frequently in an effort to capture significant market gains and avoid significant losses during a volatile market. However, frequent trading can negatively affect investment performance, particularly through increased brokerage and other transactional costs and taxes. Our strategies and investments may have unique and significant tax implications. However, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you continuously consult with a tax professional prior to and throughout the investing of your assets. Moreover, as a result of revised IRS regulations, custodians and broker-dealers began reporting the cost basis of equities acquired in client accounts on or around January 1, 2011. As a result, your custodian will default to the FIFO (First-In First-Out) accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, please provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. Our strategies are not suitable for all investors. Our strategies, including those intended to correlate to a high degree 13  of risk aversion, generally involve above-average turnover and volatility compared to strategies offered by other advisers. Although each of our strategies will be managed pursuant to its individual mandate, each of our strategies are capable of using leveraged funds (including mutual funds and ETFs), engaging in frequent trading, and experiencing high levels of volatility. Clients should discuss the suitability of our services and investment strategies with their primary investment professional. Investors must be willing to accept the level of risk inherent in our investment strategies. All clients and prospective clients should be guided accordingly. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Recommendation of Particular Types of Securities We primarily recommend equity securities, individual bonds, exchange traded fund shares, and mutual fund shares. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stocks"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to: the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and, the overall health of the economy. In general, larger, more well established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual funds and exchange traded funds ("ETFs") are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open end". So-called "open end" mutual funds continue to allow in new investors indefinitely. Fixed income securities carry additional risks than those of equity securities. These risks include the company’s ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S or foreign), and currency risk. If bonds have maturities of 10 years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity the less volatile the price swings. Foreign bonds also have liquidity and currency risk. Included within the mutual funds and ETFs that we may use are funds that use leverage to increase exposure to equity markets. These funds generally seek to provide a multiple (e.g., 2x, 14  3x, etc.) of the daily return of an index or other benchmark for a single day, excluding fees and other expenses. In addition to using leverage, these funds may use derivative products, such as swaps, options, and futures contracts to accomplish their performance and tracking objectives. The use of leverage and derivatives can cause leveraged funds to be more volatile than funds not employing these strategies and can expose the funds to more extreme market movements. Most leveraged funds are designed to achieve their objective on a daily basis. Due to the effects of compounding, the return for investors who hold these vehicles for longer than one trading day may vary significantly from the fund’s stated goal and the performance of the underlying index or benchmark, particularly in volatile or fast-moving markets. These funds may also carry higher internal expense ratios than other funds, due in part to their frequent trading and increased portfolio turnover. Item 9 Disciplinary Information Neither our firm nor any of our Associated Persons has any reportable disciplinary information. Item 10 Other Financial Industry Activities and Affiliations Arrangements with Affiliated Entities We advise some clients and prospective clients to invest in the HCM Tactical Growth Fund, the HCM Dividend Sector Plus Fund, the HCM Dynamic Income Fund, and the HCM Income Plus Fund, each of which are registered investment companies which have contracted with our firm to be the investment adviser. We also advise clients and prospective clients to invest in the HCM Defender 100 and HCM Defender 500, which are exchange-traded funds for which we serve as the investment adviser (collectively, the mutual funds and exchange-traded funds are referred to as the “Funds”). The Funds are managed on a day to day basis by Vance Howard, CEO of our firm. Portfolio management clients of our firm may be invested in the Funds. The arrangement between our firm and the Funds presents a conflict of interest because we have a financial incentive to recommend investments in the Funds. While we believe that compensation charged by the Funds is competitive, such compensation may be higher than fees charged by other Funds. You are under no obligation to invest in the Funds. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for our Associated Persons. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All of our Associated Persons are expected to adhere strictly to these guidelines. Our Code of Ethics also requires that certain persons associated with our firm submit reports of their personal account holdings and transactions to a qualified representative of our firm who will review these reports on a periodic basis. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. 15  Participation or Interest in Client Transactions We are the investment adviser to the HCM Tactical Growth Fund, the HCM Dividend Sector Plus Fund, the HCM Dynamic Income Fund, and the HCM Income Plus Fund, registered investment companies ("mutual funds") in which you may be solicited to invest. We also serve as the investment adviser to the exchange-traded funds HCM Defender 100 and HCM Defender 500, in which you may be solicited to invest (collectively, the mutual funds and exchange-traded funds are referred to as the “Funds”). Persons associated with HCM may have significant investments in the Funds. This presents a conflict of interest because we have a financial incentive to recommend these Funds to you due to our affiliation with HCM. However, you are under no obligation to invest in any of the Funds. If you are an investor in the Funds, please refer to each Funds' prospectus for detailed disclosures regarding that Fund. Additionally, individuals associated with our firm may buy or sell - for their personal account(s) - investment products identical to those purchased by the Funds. This practice creates a conflict of interest because we have the ability to trade ahead of the Funds and potentially receive more favorable prices than the fund will receive. To eliminate this conflict of interest, it is our policy that neither our associated persons nor we shall have priority over the Funds in the purchase or sale of securities. Personal Trading Practices Our firm or persons associated with our firm may buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To eliminate this conflict of interest, it is our policy that neither our Associated Persons nor we shall have priority over your account in the purchase or sale of securities. Item 12 Brokerage Practices The broker-dealer/custodian to be utilized for execution/custodial services is typically selected by the client’s primary investment professional. In such arrangements, the primary investment professional will negotiate terms and arrangements for their account with that broker-dealer, and we will not seek better execution services or prices from other broker-dealers. We also may not be able to "batch" the client’s transactions for execution through other broker-dealers with orders for other accounts managed by us. As a result, a client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Please Note: In the event that we are directed to effect securities transactions through a specific broker-dealer, the primary investment professional and client correspondingly acknowledge that such direction may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur. Higher transaction costs adversely impact account performance. Please Also Note: Transactions for directed accounts will generally be executed following the execution of portfolio transactions for non- directed accounts. If not directed to use a specific broker-dealer/custodian, we may provide our services through one of one of many broker-dealers/custodians, including: AXOS Advisor Services, Inc., member FINRA/SIPC; Charles Schwab & Co., Inc., member SIPC/NYSE; Folio fn Investments, Inc., member FINRA/SIPC; Fidelity Brokerage Services, LLC, member NYSE/SIPC; Interactive Brokers, LLC, member FINRA/NYSE/SIPC; and/or Pershing Advisors Solutions, LLC member FINRA/SIPC, among others, for brokerage and custodial services (collectively, the “Custodians”). We believe that the above broker-dealer/custodians provide quality execution services for you at competitive prices. Price is not the sole factor we consider in evaluating best execution. We also 16  consider the quality of the brokerage services provided by the broker-dealer/custodian, including the value of research provided, the firm's reputation, execution capabilities, commission rates, and responsiveness to our clients and our firm. In recognition of the value of research services and additional brokerage products and services the broker-dealer/custodian provides, you may pay higher commissions and/or trading costs than those that may be available elsewhere. Discretionary Brokerage Where we have discretion to select brokerage, our general guiding principle is to obtain the best overall execution for each client in each trade, which is a combination of price and execution. With respect to execution, we consider a number of judgmental factors, including, without limitation, the actual handling of the order, the ability of the broker to settle the trade promptly and accurately, the financial standing of the broker, the ability of the broker to position stock to facilitate execution, our past experience with similar trades and other factors that may be unique to a particular order. Recognizing the value of these judgmental factors, we may recommend or select brokers who charge a brokerage commission that is higher than the lowest commission that might otherwise be available for any given trade. Brokerage for Client Referrals We receive client referrals from broker-dealers in exchange for cash compensation; however, we do not recommend broker-dealers to our clients based on client referrals. For information on our client referral arrangements, please refer to the "Client Referrals and Other Compensation" section of this Brochure. Directed Brokerage Broker-dealers that we compensate for client referrals may direct our firm to use the brokerage and custodial services of AXOS Advisor services, member FINRA/SIPC, or Pershing Advisor Solutions, LLC, member FINRA/NYSE/SIPC. When we are directed to use a particular broker- dealer/custodian, we are unable to seek better execution services or prices from other broker- dealers/custodians. As a result, the client may pay higher commissions or other transactions costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Higher transaction costs adversely impact account performance. Research and Other Benefits The Custodians may provide us with research and other economic benefits which are typically not available to retail investors. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research related products and tools; consulting services; access to a trading desk serving adviser participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have advisory fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to our firm by third party vendors. The Custodians may also have paid for business consulting and professional services received by our associated persons. Some of the products and services made available by the Custodians benefit our firm and/or associated persons but may not benefit you or your accounts. These products or services may assist our firm in managing and administering client accounts, including accounts not maintained at one or more of the Custodians. Other services made available by the Custodians are intended to help us manage and further develop our business enterprise. The benefits we receive do not depend on the amount of brokerage transactions directed to the Custodians. As part of our fiduciary duty to clients, we endeavor at all times to put the interests of our clients first. You should be aware; however, that the receipt of economic benefits by our firm or our associated persons itself creates a conflict of interest and 17  may indirectly influence our choice of broker-dealer/custodian for custody and brokerage services. The products and services we receive from the Custodians will generally be used in servicing all of our clients' accounts. Our use of these products and services will not be limited to the accounts that paid commissions to the broker-dealer for such products and services. Block Trades We combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as "block trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion regarding factual and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. We may combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as "block trading") when advantageous to clients whose accounts have a need to buy or sell shares of the same security. This blocking of trades permits the trading of aggregate blocks of securities composed of assets from multiple client accounts, so long as transaction costs are shared equally and on a pro-rata basis between all accounts included in any such block. Block trading allows our firm to execute equity trades in a timelier, equitable manner, and may reduce overall costs to clients. We will only aggregate transactions when we believe that aggregation is consistent with our duty to seek best execution for our clients, and it is consistent with the terms of the Advisory Agreement with each client for which trades are being aggregated. No advisory client will be favored over any other client participating in the block trade; each client that participates in an aggregated order will participate at the average share price for the transaction, and transaction costs are generally shared pro-rata based on each client's participation in the transaction. On occasion, owing to the size of a particular account's pro rata share of an order or other factors, the commission or transaction fee charged could be above or below a breakpoint in a pre-determined commission or fee schedule set by the executing broker, and therefore transaction charges may vary slightly among accounts. Average share prices and transaction costs may differ between accounts held at different custodians. In addition, because our firm executes a separate block trade for each asset allocation model, a security may be executed at different prices on the same day if the security is held in more than one asset allocation model. Accounts may be excluded from a block trade due to tax considerations, client direction or other factors making the account's participation ineligible or impractical. If an order is partially filled, it will generally be allocated pro rata, or randomly in certain circumstances. Our books and records will separately reflect, for each client account, the orders of which are aggregated, the securities held by and bought and sold for that account. Funds and securities of clients whose orders are aggregated will be deposited with one or more banks or broker-dealers, and neither the clients' cash nor their securities will be held collectively any longer than is necessary to settle the transaction on a delivery versus payment basis; cash or securities held collectively for clients will be delivered out to the custodian bank or broker-dealer as soon as practicable following the settlement, and we will receive no additional compensation or remuneration of any kind as a result of the proposed aggregation. Many mutual funds impose short-term redemption fees. Many of our clients have asked us to manage their accounts either directly at a mutual fund family or variable annuity group, or have 18  placed their assets on a brokerage platform where we may use mutual funds as part of the client's allocation. Our philosophy is to invest client accounts in the appropriate mix of investments under the current market conditions. As those conditions change and our investment work changes, client allocations are adjusted. Because our approach is active, there may be instances where the short-term redemption fee is incurred (especially on new accounts). Mutual Fund Share Classes Our proprietary mutual funds are offered in a variety of share classes, each of which carry a different internal expense ratio. I-shares are generally the share class with the lowest expense ratio, followed by A-shares, with Investor share class having the highest expense ratio. Higher expense ratios negatively impact investment performance. A-shares and Investor shares generally pay 12b-1 fees, which are used to support the distribution of the funds. Unless a special arrangement is made with a particular custodian, our default share class for use in model portfolios is the A-share class. In the absence of such an arrangement with the client’s custodian, the client must be willing to accept this limitation as a condition to receiving our portfolio management services. As of the date of this Disclosure Brochure, custodians who have special arrangements to allow for use of I-Shares are limited to: LPL and Osaic. In instances where we can select from multiple share classes of our funds, our policy is to allocate client assets to the most favorable share class that is available at the client’s custodian and for which the client is eligible. Clients are advised that, due to the limitations described above, client assets held with most custodians will be allocated to share classes that are not the least expensive overall and there may be instances in which a less expensive share class could be obtained through a different custodian. A conflict of interest exists to the extent we decide to allocate to a share class that is not the least expensive share class available and for which the client is eligible; however, we seek to avoid this conflict wherever possible by adhering to our mutual fund share class policy when selecting share classes for allocation. Trade Rotation We strive to allocate investment opportunities equitably among our clients. On occasion, instances can arise where a particular transaction is appropriate for multiple clients, or groups of clients, whose assets are maintained on different trading platforms. When we determine to transact in a particular security across client accounts maintained at different trading platforms, a risk arises that first allocating such opportunity to clients on a particular platform on a consistent basis would disadvantage the clients whose assets are held on other platforms. In an effort to mitigate this risk, we attempt to equitably allocate investment opportunities among client accounts managed through various trading platforms. Specifically, if we determine to transact in a particular security in client accounts across multiple trading platforms, and mitigating circumstances (such as client-imposed restrictions, liquidity depth and the potential for market movement, trade platform limitations, etc.) do not dictate otherwise, we rotate such opportunities across the various trading platforms in accordance with the policy described below. In accordance with our rotation policy, and barring any mitigating circumstances, we first randomly select a particular trading platform to be the first in line in the rotation process. Clients who maintain assets on such trading platform, and who are intended to be included in the transaction, will have their trades executed first. If possible and appropriate, we will then move to the second platform, and so on, until all platforms have been included in the transaction. If the transaction cannot be completed across all platforms, whichever platform which was next in line, but did not receive execution, will become the first platform used in the next such transaction. In certain 19  circumstances, mitigating factors could cause us to intentionally select a particular trade platform on which to execute transactions first. For example, we may elect to execute a transaction on a particular platform first, when we reasonably believe that doing so would have less impact on the subject security’s market price. In such instances, we will generally complete the transactions on the chosen platform first, and then proceed to the next platform in line for execution in accordance with our trade rotation policy. We reserve the right to vary from this policy in order to comply with requirements, restrictions, or limitations that might be placed on it by the various trading platforms, intermediaries, or clients. As a result of this process, some clients may receive less favorable execution, or may be excluded from certain transactions, depending on various factors, including their particular trading platform. However, the process is designed to treat clients fairly on equitably, regardless of their trading platform, over time. Our Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding our Trade Rotation process. Item 13 Review of Accounts Our Investment Committee is chaired by R. Vance Howard, CEO. The Committee establishes and periodically reviews our investment policies and procedures, and overall investment function. It oversees the roles of internal personnel and third-party advisers. The Committee uses our proprietary program Omega in monitoring, selecting, and terminating investment options, as needed, evaluates the performance of investment strategies and fund assets, and works to ensure compliance with investment policies and Federal laws. The Compliance team, headed by Lisa Arrington, Chief Compliance Officer, conducts account reviews for suitability on an ongoing basis. The client’s Referring Entity is generally responsible for determining the initial and ongoing suitability of the client’s investment allocation, and for communicating any changes to such information to us, and our review is primarily conducted as a courtesy to these Referring Entities and as a second level of oversight for the benefit of the client. Clients are advised to communicate any updates or changes to their suitability information to their Referring Entity. Clients issuing suitability instructions directly to us will be referred to their broker- dealer or Referring Entity, as appropriate. You will receive trade confirmations and monthly or quarterly statements from your account custodian(s). We may assist you in interpreting and/or compiling statements/reports and transferring relevant information onto the appropriate place on your financial statements as part of the review process. Item 14 Client Referrals and Other Compensation Please refer to the Brokerage Practices section above for disclosures on research and other benefits we may receive resulting from our relationship with the Custodians. We compensate unaffiliated third parties (each a “Referring Entity”) for client referrals. Such compensation can serve as an inducement to refer clients to our firm, and therefore presents a conflict of interest. The general circumstances for such payment are as follows: (1) HCM primarily manages accounts introduced to it by unaffiliated broker-dealers and investment advisers (the “primary investment professional” or “Referring Entity”), pursuant to which HCM generally pays a portion of its management fee to the introducing broker-dealer or investment adviser in accordance with the parameters of SEC Rule 206(4)-1 as amended, and/or 20  its successor regulations. In these engagements, the referring broker-dealers and investment advisers maintain both the initial and ongoing day-to-day relationship with the client, including initial and ongoing determination of client suitability for HCM’s investment strategies. (2) Prior to or at the time a referral to HCM is made, the client will be provided with a disclosure statement describing the Referring Entity’s association with HCM, the compensation to be received by the Referring Entity, and the material conflicts of interest such arrangement creates. (3) We may cover certain administrative costs, which would normally be borne by a Referring Entity. Our payment of such costs will naturally increase the net revenue to the Referring Entity, and therefore gives the Referring Entity an incentive to refer clients to our firm instead of alternate advisors. (4) We hold educational seminars with potential and current solicitors and pay for their lodging and meals. (5) Associated Persons managing client accounts are assessed an account fee. These fees are assessed to the Associated Person only and are not passed on to clients. This account fee may be waived for Associated Persons who manage a certain account value. Item 15 Custody As paying agent for our firm, your independent custodian will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker- dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. Item 16 Investment Discretion Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement, a power of attorney, and/or trading authorization forms. You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. Clients who engage us on a discretionary basis may, at any time, impose restrictions on our discretionary authority (i.e., limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe use of margin, etc.). Please refer to the "Advisory Business" section in this brochure for more information on our discretionary management services. Item 17 Voting Client Securities We will not vote proxies on behalf of separately managed advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of applicable securities, you are responsible for exercising your right to vote as a 21  shareholder. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we will forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward any electronic solicitation to vote proxies. The firm or our designee will vote proxies for the Funds that we manage. Our standard policy is to vote Fund proxies consistent with recommendations from management of the issuer, unless facts and circumstances indicate to us that doing so would not be in the particular Fund’s best interest. We keep certain records required by applicable law in connection with our proxy voting activities. You may obtain information on how we voted proxies and/or obtain a full copy of our proxy voting policies and procedures by making a written or oral request to our firm. Item 18 Financial Information We are not required to provide financial information to our clients because we do not: require the prepayment of more than $1,200 in fees and six or more months in advance, or take custody of client funds or securities, or • • • have a financial condition that is reasonably likely to impair our ability to meet our commitments to you. 22