NICHOLAS WEALTH MANAGEMENT

Nicholas Wealth Management Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Nicholas Wealth Management (“Nicholas Wealth Management” or “NWM”). If you have any questions about the contents of this brochure, please contact us at (404) 890-5606 or by email at: info@nicholaswealth.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Nicholas Wealth Management is also available on the SEC’s website at www.adviserinfo.sec.gov. Nicholas Wealth Management’s CRD number is: 282635. 218 Roswell St NE, Suite 200 Marietta, GA 30060 (404) 890-5606 info@nicholaswealth.com Registration does not imply a certain level of skill or training. Version Date: 03/23/2026 i  Item 2 – Material Changes Since the Firm’s last annual amendment filed in April 2025, Nicholas Wealth Management (“NWM”) has made the following material updates to this Disclosure Brochure to enhance transparency regarding conflicts of interest, investment strategies, and related risks: Affiliated ETFs and Fund Launches: NWM updated Item 4 and related sections to reflect its role as investment adviser or sub-adviser to affiliated exchange-traded funds (“Nicholas ETFs”), including the launch and/or approval of additional funds such as the Nicholas Bitcoin Tail ETF (BHDG) and the Nicholas Bitcoin and Treasuries AfterDark ETF (NGHT). The disclosure was expanded to clarify that NWM may serve as adviser or sub-adviser to additional ETFs in the future, including funds currently in development or registration. ETF Conflicts of Interest and Compensation: Items 4, 5, 10, and 11 were revised to enhance disclosure regarding conflicts of interest associated with affiliated ETFs. These updates clarify that NWM is responsible for portfolio construction and asset allocation within certain ETFs and may also allocate client assets to those same ETFs, creating a financial incentive to recommend affiliated products. Additional disclosure was added to explain the layered compensation structure (including advisory fees and fund-level compensation) and the Firm’s mitigation practices. Digitally Backed and Crypto-Related Investments: Item 8 was updated to disclose that certain investment strategies may include exposure to digitally backed or digital asset-related investments, including through exchange-traded products or affiliated funds. Additional risk disclosures were added to address the unique volatility, regulatory uncertainty, and other material risks associated with these investments. Leveraged and Inverse Exchange-Traded Funds: Item 8 was enhanced to include disclosure regarding the potential use of leveraged and inverse ETFs and the heightened risks associated with these products, including compounding effects and the potential for significant losses over longer holding periods. Media Activities and Promotional Conflicts: Item 10 was expanded to further explain that compensated media appearances and public speaking engagements by the Firm’s President may indirectly influence client perceptions or demand for the Firm’s advisory services or affiliated investment products, creating a potential promotional conflict of interest. AE Wealth Management and Advisors Excel Relationships: Item 10 was updated to provide additional clarity regarding the non-cash economic benefits, marketing support, and business development resources received through the Firm’s relationships with AE Wealth Management and Advisors Excel, and the related conflicts of interest. Additional changes were made throughout for language consistency and clarification. ii  Item 3 – Table of Contents Item 2 – Material Changes ............................................................................................................................ 2 Item 3 – Table of Contents ............................................................................................................................ 3 Item 4 – Advisory Business ........................................................................................................................... 4 Item 5 – Fees and Compensation .................................................................................................................. 8 Item 6 – Performance-Based Fees and Side-by-Side Management ............................................................ 11 Item 7 – Types of Clients ............................................................................................................................. 12 Item 8 – Methods of Analysis, Investment Strategies, & Risk of Loss .......................................................... 12 Item 9 - Disciplinary Information .................................................................................................................. 16 Item 10 – Other Financial Industry Activities and Affiliations ........................................................................ 16 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................. 19 Item 12 – Brokerage Practices .................................................................................................................... 20 Item 13 – Review of Accounts ..................................................................................................................... 22 Item 14 - Client Referrals and Other Compensation .................................................................................... 22 Item 15 - Custody ........................................................................................................................................ 23 Item 16- Investment Discretion .................................................................................................................... 23 Item 17 - Voting Client Securities (Proxy Voting) ......................................................................................... 23 Item 18 – Financial Information ................................................................................................................... 23 iii  Item 4 – Advisory Business A. Description of the Advisory Firm Nicholas Wealth Management (hereinafter “NWM”) is a Limited Liability Company organized in the State of Georgia. The firm was formed in February 2016, and the principal owner is David Nicholas. B. Types of Advisory Services Portfolio Management Services NWM offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. NWM creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: Investment strategy • • Personal investment policy • Asset allocation • Asset selection • Risk tolerance • Regular portfolio monitoring NWM evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. NWM will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. The Firm then employs a risk tolerance and risk capacity-focused simulation to get a detailed cash flow analysis and proposed asset allocation. Investment strategies, investment selection, asset allocations, portfolio monitoring, and the overall investment program will be based on the above factors. After conducting our initial review, NWM will determine an asset allocation strategy customized to your specific goals, investment objectives and risk tolerance. NWM utilizes its proprietary strategies in specific types of securities to accomplish optimal returns for its clients. NWM seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of NWM’s economic, investment or other financial interests. To meet its fiduciary obligations, NWM attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, NWM’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is NWM’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent, including initial public offerings ("IPOs") and other investment opportunities that might have a limited supply, among its clients on a fair and equitable basis over time. NWM may direct clients to third-party investment advisers to manage all or a portion of the client's assets. Before selecting other advisers for clients, NWM will always ensure those other advisers are properly licensed or registered as an investment adviser. NWM conducts due diligence on any third- party investment adviser, which may involve one or more of the following: phone calls, meetings and 4  review of the third-party adviser's performance and investment strategy. NWM then makes investments with a third-party investment adviser by referring the client to the third-party adviser. These investments may be allocated either through the third-party adviser's fund or through a separately managed account managed by such third-party adviser on behalf of NWM's client. NWM may also allocate among one or more private equity funds or private equity fund advisers. NWM will review the ongoing performance of the third-party adviser as a portion of the client's portfolio. Advisory Services to the Nicholas Wealth Exchange-Traded Funds (ETFS) Nicholas Wealth Management (“NWM”) serves as investment sub-adviser to certain exchange- traded funds (the “Nicholas ETFs”), which are sponsored and advised by Tidal Investments LLC (“Tidal” or the “Sponsor”). As of the date of this brochure, NWM serves as sub-adviser to the following ETFs: • Nicholas Fixed Income Alternative ETF (FIAX) • Nicholas Global Equity & Income ETF (GIAX) • Nicholas Crypto Income ETF (BLOX) • Nicholas Bitcoin Tail ETF (BHDG) • Nicholas Bitcoin and Treasuries AfterDark ETF (NGHT) • Nicholas Defense and Rare Earth Income ETF (WEPN) • Nicholas Nuclear Income ETF (NUKX) • Nicholas Gold Income ETF (GLDN) • Nicholas Silver Income ETF (SLVX) NWM may in the future serve as adviser or sub-adviser to additional ETFs, including funds that are in registration or development. Role of NWM as Sub-Adviser In its capacity as sub-adviser, NWM is responsible for the portfolio construction, asset allocation, and ongoing management of the ETFs’ investment strategies, including the selection of securities, derivatives, and other instruments consistent with each fund’s investment objective and guidelines. Tidal, as the Sponsor and primary investment adviser, retains overall responsibility for the ETFs, including regulatory oversight, compliance, operations, and distribution. Use of Nicholas Wealth ETFs in Model Portfolios Nicholas Wealth Management develops and utilizes proprietary investment models and model portfolios for certain client accounts. These models may include exchange-traded funds (“ETFs”) for which NWM or its affiliates serve as investment adviser, including existing and future proprietary funds. As a result, NWM has a financial incentive to select or retain affiliated ETFs in client portfolios, which creates a conflict of interest because NWM earns advisory fees at both the firm and fund level. NWM seeks to mitigate this conflict by reducing its advisory fee on assets invested in affiliated funds, by periodically reviewing model allocations for consistency with client objectives, and by permitting clients to request the removal of affiliated ETFs from their accounts at any time. Additional ETF and Strategy Risks The Nicholas ETFs may employ strategies involving options, derivatives, and digital asset- related exposures, which involve additional risks, including: 5  Increased volatility and potential for significant losses • • Complexity of options and derivatives strategies • Liquidity and counterparty risks • Regulatory uncertainty associated with digital asset exposure ETF investments also involve risks including: • Trading at a premium or discount to net asset value • Market and liquidity risks • Dependence on market makers and secondary market trading Clients should review each ETF’s prospectus for complete information. Selection of Other Advisers NWM may direct clients to third-party investment advisers to manage all or a portion of the client's assets. Before selecting other advisers for clients, NWM will always ensure those other advisers are properly licensed or registered as an investment adviser. NWM conducts due diligence on any third-party investment adviser, which may involve one or more of the following: phone calls, meetings and review of the third-party adviser's performance and investment strategy. NWM then makes investments with a third-party investment adviser by referring the client to the third-party adviser. These investments may be allocated either through the third- party adviser's fund or through a separately managed account managed by such third-party adviser on behalf of NWM's client. NWM may also allocate among one or more private equity funds or private equity fund advisers. NWM will review the ongoing performance of the third-party adviser as a portion of the client's portfolio. NWM may direct clients to third-party investment advisers. Before selecting other advisers for clients, NWM will verify that all recommended advisers are properly licensed, notice filed, or exempt in the states where NWM is recommending the adviser to clients. Financial Planning Financial plans and financial planning may include but are not limited to: investment planning; life insurance; tax concerns; retirement planning; college planning; and debt/credit planning. Services Limited to Specific Types of Investments NWM generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), equities, hedge funds, private equity funds, ETFs (including ETFs in the gold and precious metal sectors), treasury inflation protected/inflation linked bonds, commodities, non-U.S. securities, venture capital funds and private placements. NWM may use other securities as well to help diversify a portfolio when applicable. ADDITIONAL DISCLOSURES • ERISA / IRC Fiduciary Acknowledgment When NWM provides investment advice to a client about the client’s retirement plan account or individual retirement account, it does so as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. Because the way NWM makes money creates certain conflicts with client interests, NWM operates under a special rule that requires it to act in the client’s best interest and not put its interests ahead of the client’s. Under this special rule’s provisions, NWM must: meet a professional standard of care when making investment recommendations (give prudent advice); never put its financial interests ahead of the client’s when making recommendations 6  (give loyal advice); avoid misleading statements about conflicts of interest, fees, and investments; follow policies and procedures designed to ensure that NWM gives advice that is in the client’s best interest; charge no more than is reasonable for NWM’s services; and give the client basic information about conflicts of interest. • Retirement Plan Rollovers A client or prospective client leaving an employer typically has four options regarding an existing retirement plan: (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). Clients may engage in a combination of these options and each has advantages and disadvantages. Before making a change, NWM encourages clients to speak with their CPA and/or tax attorney. If NWM recommends that a client roll over their retirement plan assets into an account to be managed by NWM, such a recommendation creates a conflict of interest if NWM will earn an advisory fee on the rolled over assets. No client is under any obligation to roll over retirement plan assets to an account managed by NWM. As part of our investment advisory services to you, NWM may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that NWM will manage on your behalf. If you elect to roll the assets to an IRA that is subject to NWM management, we will charge you an asset-based fee as set forth in the agreement you executed with our firm. We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. This practice presents a conflict of interest because persons providing investment advice on our behalf have an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. As a fiduciary, we are required to document the reason(s) for why the recommendation we made is in your best interest. NWM also mitigates this conflict by modifying the advisory fee for assets invested in any NWM Affiliated fund to 1%. C. Client Tailored Services and Client Imposed Restrictions NWM offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels). Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent NWM from properly servicing the client account, or if the restrictions would require NWM to deviate from its standard suite of services, NWM reserves the right to end the relationship. D. Wrap Fee Programs NWM participates in wrap fee programs, which are investment programs where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. NWM manages the investments in the wrap fee program but does not manage those wrap fee accounts any differently than non-wrap fee accounts. Fees paid under the wrap fee program will be given to NWM as a management fee. However, this brochure describes NWM’s non- wrap fee advisory services; clients utilizing NWM’s wrap fee portfolio management should see the separate Wrap Fee Program Brochure. 7  E. Assets Under Management As of December 31, 2025, we had USD $676,111,202 in assets under management. This figure does not include assets under management of advisory clients that are invested in the Funds, although these assets are included as regulatory assets under management in Item 5(D)(3) of our Form ADV, Part 1A. Item 5 – Fees and Compensation A. Fee Schedule Non-Wrap Fee Portfolio Management Fees Annual Fees Total Assets Under Management $0 - $1,000,000 1.50% $1,000,000 - $3,000,000 1.25% $3,000,000 – And Up 1.00% Selection of Nicholas Wealth Management Strategies The strategy fee charged for NWM strategies is 0.30%. This fee is in addition to NWM’s standard annual fees. Nicholas Wealth Large Cap Growth Nicholas Wealth Dividend Growth Annual Fee Strategy Fee Total Fee Total Assets Under Management $0 - $1,000,000 1.5% 0.3% 1.80% $1,000,000 - $3,000,000 1.25% 0.3% 1.55% $3,000,000 – And Up 1.00% 0.3% 1.30% The annual fee is based on a percentage of assets under management as determined by the custodian and pursuant to the above standard fee schedule. They are computed on the custodian’s reported valuation of assets under management on the last business day of billing period taking into account deposits and withdrawals and automatically debited from the client’s account. These fees are generally negotiable, and the final fee schedule is attached as Exhibit I of the Investment Advisory Contract. NWM reserves the right to lower fees without obtaining client permission. However, we may not increase your fees without thirty (30) days’ advance written notice. Clients may terminate the agreement without penalty for a full refund of NWM's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 30 days' written notice. NWM does not earn fees based on a share of the capital gains or capital appreciation of fee structure managed securities. NWM does not receive any performance-based 8  compensation. Other Fees You Should Understand NWM recommends and includes in client portfolios exchange-traded funds (“ETFs”) for which it serves as investment adviser or sub-adviser (the “Nicholas ETFs”). NWM receives compensation in connection with these ETFs in its role as sub-adviser. This compensation is paid by the ETF sponsor or the fund and is separate from the advisory fees that NWM charges to client accounts. As a result, when client assets are invested in Nicholas ETFs, NWM receives compensation both at the client account level and at the fund level. This creates a financial incentive for NWM to recommend or allocate client assets to affiliated ETFs rather than to other investments that do not generate additional compensation. Clients invested in the ETFs will bear both: • • the internal expenses of the ETF (including management fees and operating expenses), and the advisory fees charged by NWM NWM addresses this conflict by reducing its advisory fee on assets invested in affiliated ETFs, generally to approximately 1%. This reduction may be implemented either by applying a lower advisory fee rate directly to the portion of client assets invested in affiliated funds, or through a rebate or credit applied after billing to ensure the effective fee on those assets is reduced. Mutual Fund Share Class In many instances, the custodian makes available mutual funds in various classes of shares, including shares designated as Class A Shares and shares designed for advisory programs, which can be titled, for example, as “Class I,” “institutional,” “investor,” “retail,” “service,” “administrative” share classes. The Class I Shares offered for a particular mutual fund in in many cases will not be the least expensive share class that the mutual fund makes available and was selected by the custodian in certain cases because the share class pays the custodian compensation for the administrative and recordkeeping services the custodian provides to the mutual fund. Client should understand that another financial services firm may offer the same mutual fund at a lower overall cost to the investor. In other instances, a mutual fund may offer only Class A Shares, but another similar mutual fund may be available that offers Class I Shares. Class A Shares typically pay the custodian a 12b-1 fee for providing shareholder services, distribution, and marketing expenses (“brokerage- related services”) to the mutual funds. Class I Shares generally are not subject to 12b-1 fees. As a result of the different expenses of the mutual fund share classes, it is generally more expensive for a client to own Class A Shares than Class I Shares. An investor in Class I Shares will pay lower fees over time, and keep more of his or her investment returns than an investor who holds Class A Shares of the same fund. Other financial services firms may offer the same mutual fund at a lower overall cost to the investor. NWM has a financial incentive to recommend Class A Shares in cases where both Class A and Class I Shares are available. This is a conflict of interest which might incline NWM, consciously or unconsciously, to render advice that is not disinterested. Although the client will not be charged a transaction charge for transactions, Advisor pays the custodian a per transaction 9  charge for mutual fund purchases and sales in the account. NWM generally does not pay transaction charges for Class A Share mutual fund transactions accounts, but generally does pay transaction charges for Class I mutual fund transactions. The cost to NWM of transaction charges generally may be a factor the Advisor considers when deciding which securities to select and whether or not to place transactions in the account. Selection of Other Advisers Fees NWM may direct clients to third-party investment advisers. NWM will receive its standard fee on top of the fee paid to the third-party adviser. The fees shared are negotiable and will not exceed any limit imposed by any regulatory agency. The notice of termination requirement and payment of fees for third-party investment advisers will depend on the specific third-party adviser selected. NWM may specifically direct clients to AE Wealth Management, and Zega Financial, LLC. The fees charged by each adviser are as follows: AE Wealth Management: 0.10% – 0.65% Zega Financial: 0.40% – 0.50% Financial Planning Fees All financial plans will be established through a separate agreement. Fees will be based on services outlines and may be flat, hourly, or on aum. The negotiated hourly fee for these services is between $250 and $1,000. Educational Seminars/Workshops NWM provides periodic educational seminars and workshops to clients and the general public. Workshops are hosted on a per ticket basis. Tickets may be purchased in advance of the event and prices may vary. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a monthly basis. Fees are paid in arrears. Fees for selection of Stewardship Partners, LLC as third-party adviser are withdrawn directly from the client's accounts with client's written authorization. Fees are paid quarterly in advance. Payment of Selection of Other Advisers Fees The timing, frequency, and method of paying fees for selection of third-party managers will depend on the specific third-party adviser selected and will be disclosed to the client prior to entering into a relationship with the third-party adviser. Payment of Financial Planning Fees Financial planning fees are paid via check and wire. Fixed financial planning fees are paid quarterly, in advance. Hourly financial planning fees are paid in arrears upon completion. 10  Payment of Educational Seminar/Workshop Fees Educational seminars and workshops are offered either free of charge or for a fee of $75 per session, payable in advance and non-refundable, depending on the workshop offered. C. Client Responsibility for Third-Party Fees This brochure describes NWM’s non-wrap fee advisory services; clients utilizing NWM’s wrap fee portfolio management should see the separate Wrap Fee Program Brochure. Client accounts not participating in the wrap fee program are responsible for the payment of all third-party fees (i.e., custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by NWM. Please see Item 12 of this brochure regarding broker/custodian. D. Prepayment of Fees Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. E. Outside Compensation for the Sale of Securities to Clients David Alexis Nicholas is a registered representative of a broker-dealer a licensed insurance agent and, in these roles, accepts compensation for the sale of securities and other products to NWM clients. F. Conflicts of Interest Representative may accept compensation for the sale of securities or other investment products, including asset based sales charges or service fees from the sale of mutual funds to NWM's clients. This presents a conflict of interest and gives the supervised person an incentive to recommend products based on the compensation received rather than on the client’s needs. When recommending the sale of securities or investment products for which the representative receives compensation, NWM will document the conflict of interest in the client file and inform the client of the conflict of interest. Clients always have the option to purchase NWM recommended products through other brokers or agents that are not affiliated with NWM. Commissions are not NWM’s primary source of compensation for advisory services. G. Advisory Fees in Addition to Commissions or Markups Advisory fees that are charged to clients are not reduced to offset the commissions or markups on securities or investment products recommended to clients. Item 6 – Performance-Based Fees and Side-by-Side Management NWM does not earn fees based on a share of the capital gains or capital appreciation of managed securities. NWM does not receive any performance-based fee structure compensation. 11  Item 7 – Types of Clients NWM generally provides advisory services to the following types of clients: Individuals • • High-Net-Worth Individuals • Charitable Organizations The account minimum is $500,000 for NWM's services. This account minimum can be waived at NWM's discretion. Item 8 – Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis Methods of Analysis and Investment Strategies NWM’s methods of analysis include Charting analysis, Cyclical analysis, Fundamental analysis, Modern portfolio theory, Quantitative analysis and Technical analysis. 1. Charting analysis involves the use of patterns in performance charts. NWM uses this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security. 2. Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security. 3. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. 4. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. 5. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. 6. Technical analysis involves the analysis of past market data; primarily price and volume. B. Investment Strategies NWM uses long term trading, short term trading, short sales, margin transactions and options trading (including covered options, uncovered options, or spreading strategies). Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Material Risks Involved Methods of Analysis 1. Charting analysis strategy involves using and comparing various charts to predict long and short- term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance 12  will be indicative of future performance. This may not be the case. 2. Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are two- fold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. 3. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. 4. Modern portfolio theory assumes that investors are risk adverse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. 5. Quantitative analysis Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. 6. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Investment Strategies NWM's use of short sales, margin transactions and options trading generally holds greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. 1. Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. 2. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. 3. Options transactions involve a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value, as well as the possibility of leveraged loss of trading capital due to the leveraged nature of stock options. 4. Selection of Other Advisers: Although NWM will seek to select only money managers who will invest clients' assets with the highest level of integrity, NWM's selection process cannot ensure that money managers will perform as desired and NWM will have no control over the day-to-day operations of any of its selected money managers. NWM would not necessarily be aware of certain 13  activities at the underlying money manager level, including without limitation a money manager's engaging in unreported risks, investment “style drift” or even regulatory breaches or fraud. 5. Short sales entail the possibility of infinite loss. An increase in the applicable securities’ prices will result in a loss and, over time, the market has historically trended upward. 6. Short term trading risks include liquidity, economic stability, and inflation, in addition to the long term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. 7. Digital Asset and Digitally Backed Investment As part of certain investment strategies, NWM may allocate client assets to investments that provide exposure to digital assets or digitally backed instruments, including through exchange-traded products or affiliated funds. Investments associated with digital assets involve unique and significant risks, including extreme price volatility, evolving regulatory and legal frameworks, cybersecurity risks, valuation uncertainty, liquidity constraints, and the potential for total loss of investment. These investments are speculative in nature and may not be suitable for all clients. NWM considers a client’s investment objectives, risk tolerance, time horizon, and financial circumstances before recommending strategies that include digital asset exposure. 8. Leveraged and Inverse Exchange-Traded Funds Certain exchange-traded funds utilized in client portfolios may employ leverage or seek to provide inverse exposure to an underlying index or asset class. These products are generally designed to achieve their stated objectives on a daily basis and may perform significantly differently than expected over longer holding periods due to compounding effects. Leveraged and inverse ETFs involve heightened volatility and may result in rapid and substantial losses, including the loss of a significant portion of invested capital. These products may not be appropriate for all investors and are used selectively based on a client’s objectives, risk tolerance, and investment time horizon. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. D. Risks of Specific Securities Utilized NWM's use of short sales, margin transactions and options trading generally holds greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. 1. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. 2. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. 3. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, 14  and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. 4. Exchange-Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. 5. Real estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. 6. Hedge funds often engage in leveraging and other speculative investment practices that may increase the risk of loss; can be highly illiquid; are not required to provide periodic pricing or valuation information to investors; May involve complex tax structures and delays in distributing important tax information; are not subject to the same regulatory requirements as mutual funds; and often charge high fees. In addition, hedge funds may invest in risky securities and engage in risky strategies. 7. Private equity funds carry certain risks. Capital calls will be made on short notice, and the failure to meet capital calls can result in significant adverse consequences, including but not limited to a total loss of investment. 8. Private placements carry a substantial risk as they are subject to less regulation than are publicly offered securities, the market to resell these assets under applicable securities laws may be illiquid, due to restrictions, and the liquidation may be taken at a substantial discount to the underlying value or result in the entire loss of the value of such assets. 9. Venture capital funds invest in start-up companies at an early stage of development in the interest of generating a return through an eventual realization event; the risk is high as a result of the uncertainty involved at that stage of development. 10. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, delivery constraints and weather. Because of those risk factors, even a well- diversified investment in commodities can be uncertain. 15  11. Options are contracts to purchase a security at a given price, risking that an option may expire out of the money resulting in minimal or no value. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option transactions also involve risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. 12. Non-U.S. securities- present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9 - Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10 – Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative (RR) As registered representatives of World Equity Group, Inc., David Alexis Nicholas accepts compensation for the sale of securities. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither NWM nor its representative are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests David Alexis Nicholas is a registered representatives of World Equity Group, Inc. and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission. The amount charged in connection with the purchase or sale of securities or other investments as an agent for the client is disclosed on the client’s trade confirmations. Commissions may be charged in connection with transactions involving equities and fixed income securities, structured investments, MLPs, ETFs, listed options on equities and any 16  other securities traded as agent. Commissions may also be charged in connection with the exercise and assignment of options contracts. and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. NWM always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of NWM in such individual’s capacity as a registered representative. NWM investment adviser representatives may also act as independent licensed insurance agents, and from time to time, our financial professionals may recommend that clients utilize insurance products (for example, a fixed index annuity (“FIA”) as part of the client’s overall financial plan in lieu of separately managed accounts (specifically, in lieu of cash and fixed income asset classes). You may therefore work with your NWM financial professional in both their capacity as an investment adviser representative of NWM, as well as in their capacity as an insurance agent through our affiliated company Nicholas & Company Inc. As such, NWM financial professionals, in their dual capacity as an IAR and insurance agent, may advise clients to purchase insurance products and then assist in implementing the recommendations by selling those same products. In exchange for selling those products, the financial professional will typically be paid a commission. This recommendation that a client purchase an insurance product through them as an insurance agent presents a conflict of interest, as the receipt of commissions is an incentive to recommend products that could potentially be based on commissions rather than your personal needs and objectives. Furthermore, commissions may vary by product, and each individual product may have different commission rates, encouraging the financial professional to recommend products that may pay higher commissions over the products that make the most sense for you. In addition, insurance products may also have different payment schedules depending on the nature of the product, and the timing of the payments likely differ from that of the advisory options offered by NWM. This timing difference has the potential to create a conflict of interest since some financial professionals may have the incentive to recommend a product that pays commissions now, over an advisory product that pays commissions over a relatively longer period. As an example, all other variables held equal, a 5% commission paid by an insurance company upon sale of a $100,000 annuity product, may be more attractive to a financial professional than a one percent (1%) advisory fee charged on a $100,000 account paid over a period of five (5) years, despite the overall pre- tax compensation paid to the financial professional being equal. There are other conflicts present as well. Our affiliate company, Nicholas & Company, utilizes the services of Advisors Excel, a third-party insurance marketing organization ("IMO") to select the appropriate product. The purpose of the IMO is to assist us in finding the insurance company product that best fits the client’s situation, although the IMO also offers special incentive compensation to our investment adviser representatives when they act in their separate capacities as insurance agents if they meet certain overall sales goals by placing annuities and/or other insurance products through the IMO. These awards are typically awarded to the Firm based upon the aggregate sales of insurance products. This creates a conflict of interest for NWM financial professional to utilize the products recommended by the IMO. Advisors Excel is a related company of AE Wealth Management. Advisors Excel provides affiliate members such as our insurance firm, Nicholas & Company, with marketing assistance and business development tools to acquire new clients, technology with the goal of improving the client experience and our firm’s efficiency, back office and operations support to assist in the processing of our insurance (through Advisors Excel) and investment advisory services (through AE Wealth Management) for clients, and business succession planning for our firm. Although some of these 17  services may directly benefit a client, other services obtained by us from Advisors Excel such as marketing assistance and business development may not benefit an existing client. There is a conflict of interest when NWM use the sub-adviser and financial planning services of AE Wealth Management because we are influenced to use AE Wealth Management based upon our relationship and services provided and support of Advisors Excel. In addition to insurance-related compensation, NWM and its affiliates receive non-cash economic benefits from Advisors Excel and AE Wealth Management, including marketing assistance, business development resources, technology tools, operational support, and practice management services. These benefits are not paid directly by clients and may not be directly attributable to any specific client relationship. The receipt of these benefits creates a conflict of interest because it provides an incentive for NWM and its financial professionals to utilize or recommend services, platforms, or investment solutions associated with AE Wealth Management or Advisors Excel rather than alternative providers. NWM addresses this conflict through supervisory review, fiduciary oversight, and policies designed to ensure that recommendations are made in the client’s best interest. NWM has taken a number of steps to manage this conflict of interest. As a fiduciary, we expect and require that each investment adviser representative only recommend insurance and annuities when in the best interest of the client. The sale of commission- based products is supervised by the firm’s Managing Members, and the firm makes periodic reviews of its insurance recommendations to ensure that our financial professionals act in in accordance with our fiduciary duty. If you have any questions or concerns about annuity recommendations made during the financial planning process, we encourage you to immediately bring it to the attention of your investment professional or the CCO. Finally, you should be aware that there are other insurance products that are offered by other insurance agents other than those recommended by our financial professionals. You are under no obligation to implement any insurance or annuity transaction through NWM. The President of the firm, David Alexis Nicholas, participates in compensated media appearances and public speaking engagements in which he discusses general economic conditions, political developments, and broad market trends. These activities are conducted in his personal capacity and are not performed on behalf of NWM. He does not provide personalized investment advice or promote NWM’s advisory services during these appearances. Due to David Alexis Nicholas’s public profile and compensated media appearances, prospective clients may develop interest in NWM’s services or affiliated investment products based on his public commentary. While these appearances do not include personalized investment advice or direct promotion of NWM’s advisory services, they may indirectly influence client perceptions or demand for certain strategies or products associated with NWM. This creates a potential promotional conflict of interest. NWM supervises these activities and requires that any public commentary remain general in nature and consistent with applicable advertising and fiduciary standards. David Alexis Nicholas is the owner of Nicholas Holdings, LLC, a real estate holding company. 18  D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selection NWM may direct clients to third-party investment advisers. Clients will pay NWM its standard fee in addition to the standard fee for the advisers to which it directs those clients. The fees will not exceed any limit imposed by any regulatory agency. NWM will always act in the best interests of the client, including when determining which third-party investment adviser to recommend to clients. NWM will ensure that all recommended advisers are exempt, licensed or notice filed in the states in which NWM is recommending them to clients. NWM serves as investment adviser or sub-adviser to certain exchange-traded funds (the “Nicholas ETFs”), which are sponsored and advised by Tidal Investments LLC (“Tidal”). These ETFs are considered affiliated investment products. In its role as sub-adviser, NWM is responsible for portfolio construction, asset allocation, and investment strategy implementation within the ETFs. This relationship creates a material conflict of interest because NWM participates in the management of the ETFs and receives compensation in connection with those services. As a result, NWM has a financial incentive to recommend or allocate client assets to these affiliated ETFs rather than to unaffiliated investments. Additionally, because NWM is responsible for managing the underlying investment strategies within the ETFs, NWM has an incentive to allocate client assets to strategies that it manages. NWM addresses these conflicts through its fiduciary obligations, supervisory oversight, and compliance policies and procedures designed to ensure that investment recommendations are made in the client’s best interest. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics NWM has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. NWM's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests NWM recommends and includes in client portfolios exchange-traded funds for which it or its affiliates serve as investment adviser or sub-adviser (the “Nicholas ETFs”). In addition, NWM is responsible for portfolio construction, asset allocation, and investment strategy implementation within these ETFs. This creates a conflict of interest because NWM has a financial incentive to both manage the underlying investment strategies and allocate client assets to those same strategies. 19  NWM addresses this conflict through its Code of Ethics, fiduciary duty, and supervisory and compliance procedures designed to ensure that investment decisions are made in the best interest of clients and that no client is systematically disadvantaged. C. Investing Personal Money in the Same Securities as Clients From time to time, representative of NWM may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representative of NWM to buy or sell the same securities before or after recommending the same securities to clients resulting in representative profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. NWM will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representative of NWM may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representative of NWM to buy or sell securities before or after recommending securities to clients resulting in representative profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, NWM will never engage in trading that operates to the client’s disadvantage if representative of NWM buy or sell securities at or around the same time as clients. Item 12 – Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on NWM’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and NWM may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in NWM's research efforts. NWM will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. NWM will require clients to use Charles Schwab member FINRA/SIPC. B. Research and Other Soft-Dollar Benefits While NWM has no formal soft dollars program in which soft dollars are used to pay for third party services, NWM may receive research, products, or other services from custodians and broker- dealers in connection with client securities transactions (“soft dollar benefits”). NWM may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and NWM does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. NWM benefits by not having to produce or pay for the research, products or services, and NWM will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that NWM’s acceptance of soft dollar benefits may result in higher commissions charged to the client. NWM participates in the institutional advisor program (the "Program") offered by Charles Schwab 20  (“Schwab”). Schwab offers to independent investment advisor services which include custody of securities, trade execution, clearance and settlement of transactions. NWM receives some benefits from Schwab through its participation in the Program. As disclosed above, NWM participates in Schwab’s institutional advisor program and NWM may recommend Schwab to clients for custody and brokerage services. There is no direct link between NWM's participation in the Program and the investment advice it gives to its clients, although NWM receives economic benefits through its participation in the Program that are typically not available to Schwab 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 NWM 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 NWM's 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 NWM by third party vendors. Schwab may also pay for business consulting and professional services received by NWM's related persons. Some of the products and services made available by Schwab through the Program may benefit NWM but may not benefit its client accounts. These products or services may assist NWM in managing and administering client accounts, including accounts not maintained at Schwab. Other services made available by Schwab are intended to help NWM manage and further develop its business enterprise. The benefits received by NWM or its personnel through participation in the Program do not depend on the amount of brokerage transactions directed to Schwab. As part of its fiduciary duties to clients, NWM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by NWM or its related persons in and of itself creates a conflict of interest and may indirectly influence the NWM's choice of Schwab for custody and brokerage services. Brokerage for Client Referrals NWM receives no referrals from a broker-dealer or third party in exchange for using that broker- dealer or third party. Clients Directing Which Broker/Dealer/Custodian to Use NWM will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. C. Aggregating (Block) Trading for Multiple Client Accounts If NWM buys or sells the same securities on behalf of more than one client, then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, NWM would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. NWM would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). 21  Item 13 – Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews NWM monitors client accounts on an ongoing basis using portfolio accounting software to review account allocations. Periodically, but no less than annually, client accounts are reviewed by the financial professional responsible for managing your account with regards to your investment policies, objectives, and risk tolerance levels. More frequent reviews may be triggered by material changes in such factors as the client’s individual circumstances (marriage/divorce, job change, children, etc.) or perceived increased or decreased risk due to external factors, such as market volatility resulting in asset allocations deviating significantly from target. Financial planning services are concluded upon financial plan creation and plan delivery and there are no ongoing reviews contemplated under our financial planning agreement. Additional reviews may be recommended as appropriate, based upon the clients’ financial situation. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial plans, NWM’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients Each client of NWM's advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. Each financial planning client will receive the financial plan upon completion. Item 14 - Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) NWM will also receive soft dollar benefits discussed in Item 12 above, though there is no direct link between NWM’s participation in the Schwab Program and the investment advice it gives to its clients. NWM participates in the institutional advisor program (the “Program”) offered by Schwab. Schwab offers independent investment advisor services which include custody of securities, trade execution, clearance and settlement of transactions. NWM receives some benefits from Schwab through its participation in the Program. As part of the Program, NWM may recommend Schwab to clients for custody and brokerage services. There is no direct link between NWM’s participation in the Program and the investment advice it gives to its clients, although NWM receives economic benefits through its participation in the Program that are typically not available to Schwab 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 NWM participants; access to block trading (which provides the ability to 22  aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have NWM’s 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 NWM by third party vendors. Schwab may also pay for business consulting and professional services received by NWM’s related persons. Some of the products and services made available by Schwab through the Program may benefit NWM but may not benefit its client accounts. These products or services may assist NWM in managing and administering client accounts, including accounts not maintained at Schwab. Other services made available by Schwab are intended to help NWM manage and further develop its business enterprise. The benefits received by NWM or its personnel through participation in the Program do not depend on the amount of brokerage transactions directed to Schwab. As part of its fiduciary duties to clients, NWM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by NWM or its related persons in and of itself creates a conflict of interest and may indirectly influence the NWM’s choice of Schwab for custody and brokerage services. B. Compensation to Non – Advisory Personnel for Client Referrals NWM may enter written arrangements with third parties to act as solicitors for NWM's investment management services. Solicitor relationships will be fully disclosed to each Client to the extent required by applicable law. NWM will ensure each solicitor is exempt, notice filed, or properly registered in all appropriate jurisdictions. Item 15 - Custody When advisory fees are deducted directly from client accounts at client's custodian, NWM will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Item 16- Investment Discretion NWM provides discretionary and non-discretionary investment advisory services to clients. The Investment Advisory Contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, NWM generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Item 17 - Voting Client Securities (Proxy Voting) NWM will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18 – Financial Information A. Balance Sheet NWM neither requires nor solicits prepayment of more than $1200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. 23  B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither NWM nor its management has any financial condition that is likely to reasonably impair NWM’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years NWM has not been the subject of a bankruptcy petition in the last ten years. 24