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Brochure
Form ADV Part 2A
Item 1 - Cover Page
Ironsides Asset Advisors, LLC
CRD# 161683
511 Tarrytown Center
Rocky Mount, North Carolina 27804
(252) 443-7041
February 12, 2026
This Brochure provides information about the qualifications and business practices of Ironsides
Asset Advisors, LLC. If you have any questions about the contents of this Brochure, please contact
us at (252) 443-7041 or WGibson@IronsidesAA.com. The information in this Brochure has not
been approved or verified by the United States Securities and Exchange Commission or by any state
authority.
www.AdviserInfo.sec.gov
Ironsides Asset Advisors, LLC is an investment advisory firm registered with the appropriate
regulatory authority. Registration does not imply a certain level of skill or training. Additional
information about Ironsides also is available on the SEC’s website at
.
Item 2 - Material Changes
This Brochure is prepared in the revised format required beginning in 2011. Registered
Investment Advisers are required to use this format to inform clients of the nature of advisory
services provided, types of clients served, fees charged, potential conflicts of interest and other
information. The Brochure requirements include providing a Summary of Material Changes (the
“Summary”) reflecting any material changes to our policies, practices, or conflicts of interest made
since our last required “annual update” filing. In the event of any material changes such Summary
is provided to all clients within 120 days of our fiscal year-end. Our last annual update was filed on
February 19, 2025. Of course, the complete Brochure is available to you at any time upon request.
Item 3 - Table of Contents
Page
Item 1 - Cover Page ............................................................................................................................................................ 1
Item 2 - Material Changes................................................................................................................................................ 1
Item 3 - Table of Contents ............................................................................................................................................... 2
Item 5 - Fees and Compensation .................................................................................................................................. 5
Item 6 - Performance-Based Fees and Side-By-Side Management ................................................................ 6
Item 7 - Types of Clients .................................................................................................................................................. 6
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ........................................................ 7
Item 9 - Disciplinary Information .............................................................................................................................. 11
Item 10 - Other Financial Industry Activities and Affiliations ....................................................................... 11
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .. 11
Item 12 - Brokerage Practices ..................................................................................................................................... 12
Item 13 - Review of Accounts ...................................................................................................................................... 14
Item 14 - Client Referrals and Other Compensation .......................................................................................... 14
Item 15 - Custody .............................................................................................................................................................. 15
Item 16 - Investment Discretion ................................................................................................................................. 15
Item 17 - Voting Client Securities .............................................................................................................................. 15
Item 18 - Financial Information .................................................................................................................................. 16
Brochure Supplements………….…………..………………………...……………………………………………… Exhibit A
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Item 4 - Advisory Business
Exhibit A
General Information
Ironsides Asset Advisors, LLC (“Ironsides”), formed in 2009, provides financial planning, portfolio
management and general consulting services to our clients.
Brochure
Supplements
E. Wayne Gibson and Mark E. Roberts are the principal owners of Ironsides. Please see
,
for more information on Mr. Gibson and Mr. Roberts.
As of December 31, 2025, Ironsides managed $578,066,923 on a discretionary basis and
$845,809,529 on a non-discretionary basis.
SERVICES PROVIDED
At the outset of each client relationship, we spend time with you, asking questions, discussing your
investment experience and financial circumstances, and broadly identifying your major goals.
Some clients may elect to retain us to prepare a full financial plan, while most want us to prepare an
asset allocation plan. At least one of these written reports is presented to you for consideration. In
most cases, a client will retain us to manage the investment portfolio on an ongoing basis.
For those financial planning clients making this election, and for other clients who do not need
financial planning but retain us for portfolio management services, based on all the information
initially gathered, we generally develop:
•
•
a financial outline for you based on your financial circumstances and goals, and your risk
tolerance level (the “Financial Profile” or “Profile”); and
your investment objectives and guidelines (the “Investment Policy Statement”).
The Financial Profile is a reflection of your current financial picture and a look to your future goals.
The Investment Policy Statement outlines the types of investments we plan to make on your behalf
to meet those goals. The Financial Profile and the Investment Policy Statement are discussed
regularly with you, are not necessarily written documents and are subject to modification as
circumstances change.
Where we provide general consulting services, we will work with you to prepare an appropriate
summary of the specific project(s) to the extent necessary or advisable under the circumstances.
Financial Planning
One of the services we offer is Financial Planning, described below. This service may be provided
as a stand-alone service or may be coupled with ongoing portfolio management.
Financial Planning may include advice that addresses one or more areas of your financial situation,
such as estate planning, risk management, budgeting and cash flow controls, retirement planning,
education funding, and investment portfolio design and ongoing management. Depending on your
particular situation, financial planning may include some or all of the following:
•
•
•
Gathering factual information concerning your personal and financial situation;
Assisting you in establishing financial goals and objectives;
Analyzing your present situation and anticipated future activities in light of your financial
goals and objectives;
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•
•
•
•
•
•
Identifying problems foreseen in the accomplishment of these financial goals and objectives
and offering alternative solutions to the problems;
Making recommendations to help achieve retirement plan goals and objectives;
Designing an investment portfolio to help meet your goals and objectives;
Providing input regarding estate planning strategies;
Assessing risk and reviewing basic health, life and disability insurance needs; or
Reviewing goals and objectives and measuring progress toward these goals.
Once Financial Planning advice is given, you may choose to have us implement your financial plan
and manage your investment portfolio on an ongoing basis. However, you are under no obligation
to act upon any of the recommendations made by us under a Financial Planning engagement and/or
engage the services of any recommended professional.
Portfolio Management
As described above, at the beginning of a client relationship, we meet with you, gather information,
and perform research and analysis as necessary to develop your Investment Policy Statement. The
Investment Policy Statement will be updated from time to time when requested by you, or when
determined to be necessary or advisable by us based on updates to your financial or other
circumstances.
To implement your Investment Plan, we will manage your investment portfolio on a discretionary
basis. As a discretionary investment adviser, we will have the authority to supervise and direct
your portfolio without prior consultation with you.
Notwithstanding the foregoing, you may impose certain written restrictions on us in the
management of your investment portfolio, such as prohibiting the inclusion of certain types of
investments in an investment portfolio or prohibiting the sale of certain investments held in the
account at the commencement of the relationship. You should note, however, that restrictions
imposed by you may adversely affect the composition and performance of your investment
portfolio. You should also note that your investment portfolio is treated individually by giving
consideration to each purchase or sale for your account. For these and other reasons, performance
of your investment portfolio within the same investment objectives, goals and/or risk tolerance
may differ and you should not expect that the composition or performance of your investment
portfolio would necessarily be consistent with similar clients of ours.
in recommending/selecting Managers generally
include your stated
Separate Account Managers
When appropriate and in accordance with the Investment Policy Statement for you, we may
recommend the use of one or more Separate Account Managers (each a “Manager”). Having access
to various Managers offers a wide variety of manager styles, and offers clients the opportunity to
utilize more than one Manager if necessary to meet their needs and investment objectives. We will
usually select or recommend the Manager(s) we deem most appropriate for you. Factors that we
investment
consider
objective(s), management style, performance, risk level, reputation, financial strength (to the extent
available), reporting, pricing, and research.
The Manager(s) will generally be granted discretionary trading authority to provide investment
supervisory services for your portfolio. Under certain circumstances, we may retain the authority
to terminate the Manager’s relationship or to add new Managers without your specific consent. In
other situations, you may ultimately be asked to select one or more Managers recommended by us.
Fees paid to such Manager(s) are separate from and in addition to the fee assessed by Ironsides.
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In any case, with respect to assets managed by a Manager, our role will be to monitor your overall
financial situation, to monitor the investment approach and performance of the Manager(s), and to
assist you in understanding the investments of your portfolio.
Third Party Wrap Programs
From time to time and in accordance with the Investment Policy Statement for you, we may utilize
one or more Managers in a Third-Party Wrap Program. Wrap Programs generally offer a wide
variety of manager styles and offer clients the opportunity to utilize more than one Manager if
necessary to meet their needs and investment objectives. A Wrap Program is one that charges one
fee (the “wrap fee”) for both the Manager’s fee and the transaction expenses incurred by the
account. Our fee is charged separately from, and in addition to, the wrap fee.
Individual Retirement Advice
When we are making investment recommendations to you regarding your retirement plan account
or individual retirement account, we are acting as fiduciaries within the meaning of Title I of the
Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which
are
laws governing retirement accounts. The way we make money or otherwise are
compensated creates some conflicts with your financial interests, so we operate under a special
rule that requires us to act in your best interest and not put our interest ahead of yours.
Under this special rule's provisions, we must:
Meet a professional standard of care when making investment recommendations (give
prudent advice) to you;
Never put our financial interests ahead of yours when making recommendations (give
loyal advice);
Avoid misleading statements about conflicts of interest, fees, and investments;
Follow policies and procedures designed to ensure that we give advice that is in your best
interest;
Charge no more than what is reasonable for our services; and
Give you basic information about our conflicts of interest.
General Consulting
In addition to the foregoing services, we may provide general consulting services to clients. These
services are generally provided on a project basis, and may include, without limitation, minimal
cash flow planning for certain events such as education expenses or retirement, estate planning
analysis, and review of a client’s insurance portfolio, as well as other matters specific to the client as
and when requested by the client and agreed to by Ironsides. The scope and fees for consulting
Item 5 - Fees and Compensation
services will be negotiated with each client at the time of engagement for the applicable project.
Item 12 - Brokerage Practices
Please see
General Fee Information
Fees paid to us are exclusive of all custodial and transaction costs paid to your custodian, brokers or
other third-party consultants.
for additional
information. Fees paid to us are also separate and distinct from the fees and expenses charged by
mutual funds, ETFs (exchange traded funds) or other investment pools to their shareholders
(generally including a management fee and fund expenses, as described in each fund’s prospectus
or offering materials). You should review all fees charged by funds, brokers, Ironsides and others to
fully understand the total amount of fees paid by you for investment and financial-related services.
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Financial Planning Fees
When we provide stand-alone financial planning services to clients, these fees are negotiated at the
time of the engagement for such services and are normally based on a fixed fee.
Portfolio Management Fees
The annual fee schedule, based on a percentage of assets under management, is as follows:
Portfolio Value
Annual Fee
Up to $10,000,000
Account over $10,000,000
0.85% flat fee
0.70% flat fee
The minimum portfolio value is generally set at $5,000,000. The minimum annual fee for any
account is $42,500. We may, at our discretion, make exceptions to the foregoing or negotiate
special fee arrangements where we deem appropriate under the circumstances.
Portfolio management fees are generally payable quarterly, in arrears. Because some fees are
based on average daily portfolio values, these fees are, in essence, prorated for assets added to or
distributed from a portfolio during a quarter. If management begins or ends after the start of a
calendar quarter, we will prorate fees accordingly. With your authorization and unless other
arrangements are made, fees are normally debited directly from your account(s).
Either you or Ironsides may terminate your Investment Management Agreement at any time,
subject to any written notice requirements in the agreement. In the event of termination, any fees
due to us from you will be invoiced or deducted from your account prior to termination, at our
discretion.
Separate Account Manager Fees
When a Manager(s) is/are utilized, the Managers’ fees will be separate from, and in addition to, our
fee.
Wrap Programs Fees
Ironsides’ fees are charged separately from, and in addition to, Wrap Program fees.
General Consulting Fees
When we provide general consulting services to clients, these services are generally separate from
our financial planning and portfolio management services. Fees for general consulting are
negotiated at the time of the engagement for such services and are normally based on an hourly or
Item 6 - Performance-Based Fees and Side-By-Side Management
fixed fee basis.
We do not have any performance-based fee arrangements. “Side-by-Side Management” refers to a
situation in which the same firm manages accounts that are billed based on a percentage of assets
under management and at the same time manages other accounts for which fees are assessed on a
performance fee basis. Because we have no performance-based fee accounts, we have no side-by-
side management.
Item 7 - Types of Clients
We serve individuals, corporations, trusts, estates, pension plans, and foundations, endowments
and other charitable organizations. With some exceptions, the minimum portfolio value eligible for
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conventional investment advisory services is $5,000,000, and the annual minimum fee charged is
$42,500. Under certain circumstances and in our sole discretion, we may negotiate such
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss
minimums.
Methods of Analysis
To develop your Investment Policy Statement, we begin with Asset Allocation planning and the
particular risk and objectives of your portfolio. Once we have developed your Investment Policy
Statement to attempt to meet these objectives, we will invest the portfolio in numerous investments
including, but not limited to, common stocks, ETFs, individual bonds, with third party managers
(primarily private fund Managers), and in mutual funds.
In making selections of individual stocks for client portfolios, we may use any of the following types
of analysis:
Fundamental Analysis
– involves review of the business and financial information about
an issuer. Without limitation, the following factors generally will be considered:
o
o
o
o
Financial strength ratios;
Price-to-earnings ratios;
Dividend yields; and
Ratio of Price-to-earnings to growth rate
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.
Cyclical Analysis
– involves evaluating recurring price patterns and trends in a type of
technical analysis.
We generally evaluate and select mutual funds and ETFs based on a variety of factors, including, as
applicable and without limitation, past performance, fee structure, portfolio manager, fund sponsor,
overall ratings for safety and returns, and other factors.
When we select Hedge Fund and Active Equity/Credit Managers, we utilize multiple evaluation
methods. Quantitatively, we dissect each Manager’s return history by looking at a combination of
annualized returns over various periods, an evaluation of rolling correlations, and volatility
measures. To evaluate downside risk, we consider rolling Sortino ratios and semi-variance
characteristics, as well as the Manager’s return skew. Qualitatively, we will interview each
management team, seeking to understand organizational dynamics, determine who the key
decision makers are, evaluate firm compensation and, most importantly, determine if their team
has developed a replicable process. We believe that process and discipline lead toward more
reliable investment results.
We source Managers via a variety of access points including database searches, manager references,
industry research, and our contact group. Although we do not accept compensation from Managers,
there is sometimes no way to determine definitively if fees charged by any Manager are impacted
by the cumulative amount of investments from our different clients and, if so, whether the benefit
accrues to any specific client(s) of ours. Our goal is for any benefit to accrue to all of our clients
invested in that Manager.
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When we select illiquid Private Equity/Credit and Private Asset managers, we utilize multiple
evaluation methods. We evaluate the manager’s performance relative to the vintage invested and
the specified market segment, and by seeking to evaluate the specific internal team tied to portfolio
transactions. These will often include the evaluation of purchase multiples, process improvements
at the particular portfolio companies and the exit process utilized by the private manager. We look
at the alignment of interests by evaluating the terms and structure of the fund. Evaluations are
tailored by manager type and segment.
We source Private Asset Managers via a variety of access points including database searches,
manager references, industry research, and our contact group.
We sometimes use fixed income investments as a strategic investment, as an instrument to fulfill
liquidity or income needs in a portfolio, or to add a component of capital preservation. We will
generally evaluate and select individual bonds or bond funds based on a number of factors
including, without limitation, rating, yield and duration.
Investment Strategies
Our strategic approach is to invest your portfolio in accordance with the Investment Policy
Statement that has been developed specifically for you. We use common stocks extensively, while
we utilize ETFs to invest passively in segments of the market to meet portfolio or asset allocation
weights. On a targeted basis, we will utilize ETFs to hedge the portfolio. As mentioned above, we
may use individual bonds as strategic investments to fulfill specific liquidity needs in a portfolio.
We will use other types of instruments as appropriate.
Selectively (<10%) we will occasionally enter into arbitrage trades where we purchase acquisition
companies and attempt to earn an accreted purchase target. We primarily do this for cash
acquisitions, but intermittently based on our risk/reward evaluation, we may enter a long (the
target) and short (the acquirer) position in a stock-for-stock acquisition.
We may use the following specific strategies in varying combinations over time for a given client,
depending upon the client’s individual circumstances:
Long Term Purchases – securities purchased with the expectation that the value of those
securities will grow over a relatively long period of time, generally greater than one year.
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.
Short Sales – a securities transaction in which an investor sells securities he or she
borrowed in anticipation of a price decline. The investor is then required to return an equal
number of shares at some point in the future. A short seller will profit if the stock goes
down in price.
Margin Transactions – a securities transaction in which an investor borrows money to
purchase a security, in which case the security serves as collateral on the loan. While we
typically do not engage in this, certain transactions, such as short sales and writing of
options, by their nature are margin transactions.
Trading – generally considered holding a security for less than thirty (30) days.
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Options Trading/Writing – a securities transaction that involves buying or selling (writing)
an option. If you write an option, and the buyer exercises the option, you are obligated to
purchase or deliver a specified number of shares at a specified price at the exercise of the
option regardless of the market value of the security at expiration of the option. Buying an
option gives you the right to purchase or sell a specified number of shares at a specified
price until the date of expiration of the option regardless of the market value of the security
at expiration of the option.
Hedging – We will evaluate and implement strategies that hedge, overlay or alter the core
portfolio. These strategies will typically be utilized to mitigate risk, enhance yield or change
the overall characteristics of the underlying portfolio.
Risk of Loss
While we seek to diversify your investment portfolio across various asset classes consistent with
your Investment Policy Statement in an effort to reduce risk of loss, all investment portfolios are
subject to risks. Accordingly, there can be no assurance that your investment portfolio will be able
to fully meet your investment objectives and goals, or that investments will not lose money.
Below is a description of several of the principal risks that your investment portfolio faces.
Management Risks.
While we manage your investment portfolio based on our experience, research
and proprietary methods, the value of your investment portfolio will change daily based on the
performance of the underlying securities in which it is invested. Accordingly, your investment
portfolio is subject to the risk that we allocate your assets to individual securities and/or asset
classes that are adversely affected by unanticipated market movements or by unanticipated
economic factors, and the risk that our specific investment choices could underperform their
relevant indexes.
Risks of Investments in Mutual Funds, ETFs and Other Investment Pools.
As described above, we may
invest your portfolios in mutual funds, ETFs and other investment pools (“pooled investment
funds”). Investments in pooled investment funds are generally less risky than investing in
individual securities because of their diversified portfolios; however, these investments are still
subject to risks associated with the markets in which they invest. In addition, pooled investment
funds’ success will be related to the skills of their particular managers and their performance in
managing their funds. Pooled investment funds are also subject to risks due to regulatory
restrictions applicable to registered investment companies under the Investment Company Act of
1940.
Risks Related to Alternative Investment Vehicles (“Private Funds”)
. From time to time and as
appropriate, we may recommend that a client invest a portion of his or her portfolio in Private
Funds, whether Hedge Funds, Private Equity/Credit Funds, or Direct Private Investments. The value
of client portfolios will be based in part on the value of Private Funds in which they are invested,
the success of each of which will depend heavily upon the efforts of their respective Managers.
When the investment objectives and strategies of a Manager are out of favor in the market or a
Manager makes unsuccessful investment decisions, the Private Fund may lose money. A client
account may lose a substantial percentage of its value if the investment objectives and strategies of
many or most of the Private Funds in which it is invested are out of favor at the same time, or many
or most of the Managers make unsuccessful investment decisions at the same time.
Hedge Funds are generally subject to various risk factors and liquidity constraints, a complete
discussion of which is set forth in each fund’s offering documents, which will be provided to clients
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for review and consideration prior to investing. Investing in Hedge Funds is intended only for
experienced and sophisticated investors who are willing to bear the high economic risks of the
investment. Clients should carefully review and consider potential risks before investing in Hedge
Funds. Certain of these risks may include: loss of all or a substantial portion of the investment due
to leveraging, short-selling, or other speculative practices; lack of liquidity because of redemption
terms and conditions and the fact that there generally will not be a secondary market for the Hedge
Fund; volatility of returns; restrictions on transferring interests in the fund; a potential lack of
diversification; higher fees than mutual funds, and limited transparency regarding valuations.
Private Equity/Credit Funds and Direct Private Investments are generally subject to various risk
factors and liquidity constraints, a complete discussion of which is set forth in each fund’s offering
documents, which will be provided to clients for review and consideration prior to investing.
Investing in Private Equity/Credit Funds and Direct Private Investments is intended only for
experienced and sophisticated investors who are willing to bear the high economic risks of the
investment. Clients should carefully review and consider potential risks before investing in Private
Equity/Credit Funds or Direct Private Investments. Certain of these risks may include: loss of all or
a substantial portion of the investment due to leveraging or other speculative practices; lack of
liquidity because there generally will not be a secondary market for the Private Equity/Credit Fund
or Direct Private Investment; volatility of returns; restrictions on the transfer of interests in the
fund or direct investment; lack of diversification; higher fees than mutual funds, and limited
transparency regarding valuations.
Equity Market Risks.
We will generally invest portions of your assets directly into equity
investments, either stocks or pooled investment funds that invest in the stock market. As noted
above, while pooled investments have diversified portfolios that may make them less risky than
investments in individual securities, funds that invest in stocks and other equity securities are
nevertheless subject to the risks of the stock market. These risks include, without limitation, the
risks that stock values will decline due to daily fluctuations in the markets, that stock values will
decline over longer periods (e.g., bear markets) due to general market declines in the stock prices
for all companies, regardless of any individual security’s prospects, and that the manager of the
pooled investment fund may not properly analyze a company’s prospects and select the wrong
companies in which to invest.
Fixed Income Risks.
We may invest portions of your assets directly into fixed income instruments,
such as bonds and notes, or may invest in pooled investment funds that invest in bonds and notes.
While investing in fixed income instruments, either directly or through pooled investment funds, is
generally less volatile than investing in stock (equity) markets, fixed income investments
nevertheless are subject to risks. These risks include, without limitation, interest rate risks (risks
that changes in interest rates will devalue the investments), credit risks (risks of default by
borrowers), or maturity risk (risks that bonds or notes will change value from the time of issuance
to maturity).
Foreign Securities Risks.
We may invest portions of your assets into pooled investment funds that
invest internationally. While foreign investments are sometimes important to the diversification of
your investment portfolio, they carry risks that may be different from U.S. investments. For
example, foreign investments may not be subject to uniform audit, financial reporting or disclosure
standards, practices or requirements comparable to those found in the U.S. Foreign investments
are also subject to foreign withholding taxes and the risk of adverse changes in investment or
exchange control regulations. Finally, foreign investments may involve currency risk, which is the
risk that the value of the foreign security will decrease due to changes in the relative value of the
U.S. dollar and the security’s underlying foreign currency.
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Item 9 - Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or
disciplinary events that would be material to your evaluation of Ironsides or the integrity of our
management. We have no disciplinary events.
Item 10 - Other Financial Industry Activities and Affiliations
Neither Ironsides nor our Management Persons have any other financial industry activities or
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
affiliations to report.
Code of Ethics and Personal Trading
We have adopted a Code of Ethics (“the Code”), the full text of which is available to you upon
request. Our Code has several goals. First, the Code is designed to assist us in complying with
applicable laws and regulations governing our investment advisory business.
Under the
Investment Advisers Act of 1940, we owe fiduciary duties to our clients. Pursuant to these fiduciary
duties, our Code requires persons associated with us (managers, officers and employees) to act
with honesty, good faith and fair dealing in working with clients. In addition, the Code prohibits
such associated persons from trading or otherwise acting on insider information.
Next, the Code sets forth guidelines for professional standards for our associated persons. Under
the Code’s Professional Standards, we expect our associated persons to put the interests of our
clients first, ahead of personal interests. In this regard, our associated persons are not to take
inappropriate advantage of their positions in relation to our clients.
Third, the Code sets forth policies and procedures to monitor and review the personal trading
activities of associated persons. Often our associated persons will invest in the same securities
recommended to clients. Under our Code, Ironsides has adopted procedures designed to reduce or
eliminate conflicts of interest that this could potentially cause. The Code’s personal trading policies
include procedures for limitations on personal securities transactions of associated persons,
reporting and review of such trading and pre-clearance of certain types of personal trading
activities. These policies are designed to discourage and prohibit personal trading that would
disadvantage clients. The Code also provides for disciplinary action as appropriate for violations.
In addition to the above, by virtue of being a CFA, Mark Roberts is obligated to follow the guidelines
established by the CFA Institute.
Participation or Interest in Client Transactions
As outlined above, we have adopted procedures to protect client interests when our associated
persons invest in the same securities as those selected for or recommended to clients. In the event
of any identified potential trading conflicts of interest, our goal is to place client interests first.
Consistent with the foregoing, we maintain policies regarding participation in initial public
offerings (“IPOs”) and private placements to comply with applicable laws and avoid conflicts with
client transactions. If our associated person wishes to participate in an IPO or invest in a private
placement, he or she must submit a pre-clearance request and obtain the approval of the Chief
Compliance Officer.
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Item 12 - Brokerage Practices
Best Execution and Benefits of Brokerage Selection
When given discretion to select the brokerage firm that will execute orders in your account, we
seek “best execution” for your trades, which is a combination of a number of factors, including,
without limitation, quality of execution, services provided and commission rates. Therefore, we
may use or recommend the use of brokers who do not charge the lowest available commission in
the recognition of research and securities transaction services, or quality of execution. Research
services received with transactions may include proprietary or third-party research (or any
combination), and may be used in servicing any or all of our clients. Therefore, research services
received may not be used for the account for which the particular transaction was effected.
We generally recommend that you establish a brokerage account with Charles Schwab & Co., Inc.
(“Schwab”), a FINRA registered broker-dealer, member SIPC, as the qualified custodian to maintain
custody of your assets. Ironsides may also place trades for client accounts at Schwab, or may in
some instances, consistent with our duty of best execution and specific agreement with each client,
elect to execute trades elsewhere. Although we may recommend that you establish an account or
accounts at Schwab, it is ultimately your decision whether to custody assets with Schwab or with
another broker/dealer. We are independently owned and operated and are not affiliated with
Schwab.
Schwab Advisor Services provides us with access to its institutional trading, custody, reporting and
related services, which are typically not available to Schwab retail investors. Schwab also makes
available various support services. Some of those services help us manage or administer our
clients’ accounts while others help us manage and grow our business. These services generally are
available to independent investment advisors on an unsolicited basis, at no charge to them. These
services are not soft dollar arrangements but are part of the institutional platform offered by
Schwab. Schwab’s brokerage services include the execution of securities transactions, custody,
research, and access to mutual funds and other investments that are otherwise generally available
only to institutional investors or would require a significantly higher minimum initial investment.
For our client accounts maintained in its custody, Schwab generally does not charge separately for
custody services but is compensated by account holders through commissions or other fees on
trades that it executes or that settle into your Schwab account. Certain trades may not incur Schwab
commissions or transaction fees. Schwab is also compensated by earning interest on the uninvested
cash in your account. Schwab Advisor Services also makes available to us other products and
services that benefit us but may not directly benefit our clients’ accounts. Many of these products
and services may be used to service all or a substantial number of our accounts, including accounts
not maintained at Schwab.
Schwab’s products and services that assist us in managing and administering clients’ accounts
include software and other technology that (i) provide access to client account data (such as trade
confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade
orders for multiple client accounts; (iii) provide, pricing and other market data; (iv) facilitate
payment of Ironsides’ fees from its clients’ accounts; and (v) assist with back-office functions,
recordkeeping and client reporting.
Schwab Advisor Services also offers other services intended to help us manage and further develop
our business enterprise. These services may include: (i) technology, compliance, legal and business
consulting; (ii) publications and conferences on practice management and business succession; and
(iii) access to employee benefits providers, human capital consultants and insurance providers.
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Schwab may make available, arrange and/or pay third-party vendors for the types of services
rendered to us. Schwab Advisor Services may discount or waive fees it would otherwise charge for
some of these services or pay all or a part of the fees of a third-party providing these services to
Ironsides. Schwab Advisor Services may also provide other benefits such as educational events or
occasional business entertainment of our personnel. In evaluating whether to recommend that
clients custody their assets at Schwab, we may take into account the availability of some of the
foregoing products and services and other arrangements as part of the total mix of factors we
consider and not solely on the nature, cost or quality of custody and brokerage services provided by
Schwab, which may create a potential conflict of interest.
Directed Brokerage
You may direct us to use a particular broker for custodial or transaction services on behalf of your
portfolio. In directed brokerage arrangements, you are responsible for negotiating the commission
rates and other fees to be paid to the broker. Accordingly, if you choose to direct brokerage you
should consider whether such designation may result in certain costs or disadvantages to you,
either because you may pay higher commissions or obtain less favorable execution, or the
designation limits the investment options available to you.
The arrangement that we have with Schwab is designed to maximize efficiency and to be cost
effective. By directing brokerage arrangements, you acknowledge that these economies of scale
and levels of efficiency are generally compromised when alternative brokers are used. While every
effort is made to treat clients fairly over time, the fact that a client chooses to use the brokerage
and/or custodial services of these alternative service providers can in fact result in a certain degree
of delay in executing trades for their account(s) and otherwise adversely affect management of
their account(s).
By directing us to use a specific broker or dealer, clients who are subject to ERISA confirm and
agree with us that they have the authority to make the direction, that there are no provisions in any
client or plan document which are inconsistent with the direction, that the brokerage and other
goods and services provided by the broker or dealer through the brokerage transactions are
provided solely to and for the benefit of the client’s plan, plan participants and their beneficiaries,
that the amount paid for the brokerage and other services have been determined by the client and
the plan to be reasonable, that any expenses paid by the broker on behalf of the plan are expenses
that the plan would otherwise be obligated to pay, and that the specific broker or dealer is not a
party in interest of the client or the plan as defined under applicable ERISA regulations.
Aggregated Trade Policy
We enter trades as a block where possible and 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. Block trading
allows us 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 (which includes the duty to seek best price) for our clients, and is consistent
with the terms of our Investment Advisory Agreement with each client for which trades are being
aggregated. 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 Ironsides’ transactions in a
given security for that order, with transaction costs generally being set on a per account basis. 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
Page 13
commission or fee schedule set by the executing broker, and therefore transaction charges may
vary slightly among accounts. Accounts may be excluded from a block due to tax considerations,
client direction, allocation issues or other factors making the account’s participation ineligible,
impractical or inappropriate. Also, we may include an allocation in the block for accounts of our
principals on the same basis as it does for our clients.
We will prepare, before entering an aggregated order, a written statement (“Allocation Statement”)
specifying the participating client accounts and how we intend to allocate the order among those
clients. 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, it will generally be
allocated pro-rata, based on the Allocation Statement, or randomly in certain circumstances.
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 different allocation is explained in writing and is approved by an appropriate individual/officer
of Ironsides. Our books and records will separately reflect, for each client account included in a
block trade, 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
Item 13 - Review of Accounts
remuneration of any kind as a result of the proposed aggregation.
Managed portfolios are reviewed at least quarterly but may be reviewed more often if requested by
you, upon receipt of information material to the management of your portfolio, or at any time such
a review is deemed necessary or advisable by us. These factors generally include but are not
limited to, the following: change in your general circumstances (marriage, divorce, retirement); or
economic, political or market conditions. Wayne Gibson and Mark Roberts, Ironsides’ Members,
review all accounts.
For those clients to whom we provide separate financial planning and/or consulting services,
reviews are conducted on an as-needed or agreed-upon basis. Such reviews are conducted by one
of our investment adviser representatives or principals.
Account custodians are responsible for providing monthly or quarterly account statements which
reflect the positions (and current pricing) in each account as well as transactions in each account,
including fees paid from an account. Account custodians also provide prompt confirmation of all
trading activity and year-end tax statements, such as 1099 forms. In addition, on at least an annual
basis we provide you with a written statement of holdings and returns for your managed portfolio.
Item 14 - Client Referrals and Other Compensation
As noted in Item 12 above, we receive certain “economic” benefits from Schwab in the form of
support products and services it makes available to us and other independent investment advisors
Item 12 - Brokerage Practices.
whose clients maintain accounts at Schwab. These products and services, how they benefit our
firm, and the related conflicts of interest are described in detail in
The availability of Schwab’s products and services to us is based solely on our participation in the
programs and not on the provision of any particular investment advice. Neither Schwab nor any
other party is paid to refer clients to Ironsides.
Page 14
Item 15 - Custody
Schwab is the custodian of nearly all client accounts at Ironsides. From time to time, however, you
may select an alternate broker to hold accounts in custody. In any case, it is the custodian’s
responsibility to provide you with confirmations of trading activity, tax forms and statements no
less often than quarterly. You are advised to review this information carefully, and to notify us of
any questions or concerns. You are also asked to notify us promptly if the custodian fails to provide
statements on each account held.
From time to time and in accordance with our agreement with you, we will provide additional
reports. The account balances reflected on these reports should be compared to the balances
shown on the brokerage statements to ensure accuracy. At times there may be small differences
due to the timing of dividend reporting, pending trades, differences in pricing or other similar
issues.
Item 16 - Investment Discretion
Item 4 - Advisory Business
discretionary accounts
, we will accept clients on either a discretionary or non-
As described in
discretionary basis. For
, a Limited Power of Attorney (“LPOA”) is executed
by you, giving us the authority to carry out various activities in your account, generally including
the following: trade execution; the ability to request checks on your behalf; and, the withdrawal of
advisory fees directly from your account. We then direct investment of your portfolio using our
discretionary authority. You may limit the terms of the LPOA to the extent consistent with your
investment advisory agreement with us and the requirements of your custodian.
non-discretionary
For
accounts, you also generally execute an LPOA, which allows us to carry out
trade recommendations and approved actions in the portfolio. However, in accordance with the
investment advisory agreement between you and Ironsides, we do not implement trading
recommendations or other actions in the account unless and until you have approved the
recommendation or action. As with discretionary accounts, you may limit the terms of the LPOA,
Item 17 - Voting Client Securities
subject to our agreement with you and the requirements of your custodian.
Where we have the authority to vote proxies, we will seek to vote proxies in the best interest of the
client(s) holding the applicable securities. In voting proxies, we consider factors that we believe
relate to the client’s investment(s) and factors, if any, that are set forth in written instructions from
the client.
for
In general, we believe that voting proxies in accordance with the following guidelines, with respect
to such routine items, is in the best interests of our clients. Accordingly, we generally vote
:
•
•
•
•
•
•
The election of directors (where no corporate governance issues are implicated);
Proposals that strengthen the shared interests of shareholders and management;
The selection of independent auditors based on management or director recommendation,
unless a conflict of interest is perceived;
Proposals that we believe may lead to an increase in shareholder value;
Management recommendations adding or amending indemnification provisions in charter
or by-laws; and
Proposals that maintain or increase the rights of shareholders.
Page 15
against
We will generally vote
any proposals that we believe will have a negative impact on
shareholder value or rights. If we perceive a conflict of interest, our policy is to notify affected
clients so that they may choose the course of action they deem most appropriate.
A copy of our complete policy and records of proxies voted are available to you upon request. As
required under the Advisers Act, such records are maintained for a period of five (5) years.
Item 18 - Financial Information
We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more
in advance, and therefore have no disclosure required for this item.
Page 16
Exhibit A
Brochure Supplement
Form ADV Part 2B
Item 1 - Cover Page
E. Wayne Gibson
CRD# 6029583
of
Ironsides Asset Advisors, LLC
511 Tarrytown Center
Rocky Mount, North Carolina 27804
(252) 443-7041
February 12, 2026
This Brochure Supplement provides information about Wayne Gibson, and supplements the
Ironsides Asset Advisors, LLC (“Ironsides”) Brochure. You should have received a copy of that
Brochure. Please contact us at (252) 443-7041 if you did not receive our Brochure, or if you have
any questions about the contents of this Supplement.
www.AdviserInfo.sec.gov.
Additional information about Wayne is available on the SEC’s website at
Item 2 - Educational Background and Business Experience
E. Wayne Gibson (year of birth 1952) is the Manager and a Member of Ironsides. As an
entrepreneur, Wayne is an officer, director, and/or owner of numerous businesses, as well as being
involved in several foundations. In particular, he has served as President and a director of
Tuscarora Company, LLC (and predecessors) since 1982 and was a director and served as
Chairman of the Executive Committee of Ellett Brothers, Inc. during its eight years as a public
company. Wayne has extensive experience in commercial real estate and in business mergers and
acquisitions, as well as in investments in public equities. He has been instrumental in the analysis
and negotiations for the acquisition and divestiture of more than 30 private and public companies.
Wayne received both his Master of Business Administration degree and his Bachelor of Arts degree
from the University of North Carolina at Chapel Hill.
Item 3 - Disciplinary Information
Advisers are required to disclose any material facts regarding certain legal or disciplinary events
that would be material to your evaluation of an adviser; however, Wayne has no such disciplinary
information to report.
Exhibit A-1
Item 4 - Other Business Activities
Wayne is the owner and President of Tuscarora Company, LLC. Tuscarora has an office building it
rents to outside tenants; additionally, it is in the private investment business and provides
administrative services to Ironsides. Furthermore, Wayne is Trustee of the Robert D. Gorham, Jr.
Master Foundation Trust. Mr. Gorham was the founder of Tuscarora’s predecessor company, and
Wayne is responsible for managing Mr. Gorham’s investments through the trust.
Wayne spends approximately 50% of his time on other business and charitable matters.
Other than being involved in the private investment business and charitable organizations, Wayne
is not engaged in any other investment-related business or occupation, and does not earn
Item 5 - Additional Compensation
compensation for the sale of any other products or services.
As stated above, Wayne has no other income or compensation to disclose.
Item 6 - Supervision
As the principal owner and Chief Compliance Officer of Ironsides, Wayne supervises all duties and
activities of the firm, and is responsible for all advice provided to clients. He can be reached at
(252) 443-7041.
Exhibit A-2
Brochure Supplement
Form ADV Part 2B
Item 1 - Cover Page
Mark E. Roberts, CFA
CRD# 2229420
of
Ironsides Asset Advisors, LLC
511 Tarrytown Center
Rocky Mount, North Carolina 27804
(252) 443-7041
February 12, 2026
This Brochure Supplement provides information about Mark Roberts, and supplements the
Ironsides Asset Advisors, LLC (“Ironsides”) Brochure. You should have received a copy of that
Brochure. Please contact us at (252) 443-7041 if you did not receive our Brochure, or if you have
any questions about the contents of this Supplement.
www.AdviserInfo.sec.gov.
Additional information about Mark is available on the SEC’s website at
Item 2 - Educational Background and Business Experience
Mark E. Roberts (year of birth 1962) is a Member and the Chief Investment Officer of Ironsides. He
also serves as Senior Vice President for Tuscarora Company, LLC. Prior to joining Tuscarora in late
2009, Mark was the Director of Global Equities and Hedged Strategies for the North Carolina
Retirement Systems, where he and his team were responsible for the $33 billion Global Equity and
Hedge Fund portfolios. Additionally, Mark has served as Chief Investment Officer for families and
provided consulting services for the North Carolina State University endowment. From 2001 to
2009, he was the Director of Investments for Murphy Family Ventures.
®
Mark received his Master of Science degree in Finance from Virginia Commonwealth University and
a Bachelor of Science degree from the Calloway School of Business at Wake Forest University. He
designation. Mark is a board member on the NC State
holds the Chartered Financial Analyst
Investment Fund and is a member of the North Carolina Society of Financial Analysts.
®
®
(“CFA
The Chartered Financial Analyst
”) designation is a professional designation given by the
CFA Institute that measures the competence and integrity of financial analysts. The CFA Program is
a graduate-level self-study program that combines a broad-based curriculum of investment
principles with professional conduct requirements. Candidates are required to pass three levels of
Exhibit A-3
examinations covering areas such as accounting, economics, ethics, money management and
security analysis. Before a candidate is eligible to become a CFA charterholder, he must meet
minimum experience requirements in the area of investment/financial practice. To enroll in the
program, a candidate must hold a bachelor’s degree.
Item 3 - Disciplinary Information
Advisers are required to disclose any material facts regarding certain legal or disciplinary events
that would be material to your evaluation of an adviser; however, Mark has no such disciplinary
Item 4 - Other Business Activities
information to report.
Mark serves as Senior Vice President of Tuscarora Company, LLC. Tuscarora has an office building
it rents to outside tenants; additionally, it is in the private investment business and provides
administrative services to Ironsides.
Other than being involved in the private investment business, Mark is not engaged in any other
investment-related business or occupation, and does not earn compensation for the sale of any
Item 5 - Additional Compensation
other products or services.
Item 6 - Supervision
As stated above, Mark has no other income or compensation to disclose.
Wayne Gibson, principal owner and Chief Compliance Officer of Ironsides, is responsible for
supervising Mark and for reviewing accounts. Wayne can be reached at (252) 443-7041.
Exhibit A-4