Firm Description Darwin Asset Management, LLC (“DAM”, “we”) is a registered investment adviser based in Tampa, Florida. We are organized as a limited liability company under the laws of the State of Florida. We have been providing investment advisory services since 2021. We are owned by Darwin Partners, LLC. We are indirectly owned by Michael Bartolotta, Jeremy Bartolotta, and Michael Sorrentino through MRM Equity Group Holdings, LLC. MRM Equity Group Holdings, LLC is the direct owner of Darwin Partners, LLC. Sub-advisory Services DAM is a sub-adviser who offers traditional asset management services directly to other registered investment advisers (“primary investment advisers”) in the form of an investment model platform. We design and manage our own proprietary investment models and offer them to primary investment advisers for a fee (discussed in Item 5 below). DAM performs its asset management services on a non-discretionary basis. We provide investment recommendations to the primary investment adviser related to any changes we believe should take place within a model’s internal holdings based upon our ongoing review, research, and analysis. The primary investment adviser makes the ultimate decision on whether to implement some, none, or all of changes we recommend related to the holdings within our models. The primary investment adviser executes any necessary trades via their brokers and platforms. We do not place orders and issue instructions to effect portfolio transactions when providing asset management services on a non-discretionary basis. Outsourced Chief Investment Officer Services In addition to the services mentioned above, DAM also provides various outsourced Chief Investment Officer services to primary investment advisers for a fee based (discussed in Item 5 below). As an outsourced Chief Investment Officer (“OCIO”), DAM may perform some or all of the following to primary investment advisers and the primary investment adviser’s choosing:
• Model Selection – provide guidance by reviewing and evaluating the investment models the primary investment adviser utilizes on their platform(s). DAM may make recommendations to the primary investment adviser to add or remove models from their platforms based on our analysis. DAM may recommend using models created by DAM and this creates a conflict of interest as DAM financially benefits from recommending its own models.
• Communications and Whitepapers – DAM creates client-directed communications content that the primary investment adviser may choose to adopt and utilize and their own discretion. These communications

may cover numerous topics from investing, geo-political news, performance of the markets, investment strategies, among other things. The primary investment adviser is responsible for reviewing, approving, and distributing all communications/whitepapers to their clients in accordance with their own policies, procedures and/or guidelines. DAM does not distribute any client-directed communications to clients, nor does DAM perform any compliance reviews or offer compliance guidance to primary investment advisers. Primary investment advisers use their own branding on any client directed communications DAM produces.
• Onsite Meetings and Presentations – a member of DAM, generally DAM’s CIO, may be utilized by the primary investment adviser to assist with client and company meetings held by the primary investment adviser on an as needed basis. The OCIO would be used as a subject matter expert and may provide informational/educational support to the primary investment adviser. These meetings will typically involve discussions concerning the functions and strategy of certain investments and/or investment models. Additionally, these meetings may also cover subject matter covered in the “Communications” bullet above. It is important to note that DAM does not make any recommendations or provide any investment advice to clients. The primary investment adviser is solely responsible for making recommendations to their customers that fit their customers’ needs and objective by taking into full account, at a minimum, the client’s financial background and suitability information. DAM does not provide investment advisory services to retail clients; thus, we are not required to maintain or distribute a Form ADV Part 3 (or also known as Form CRS). We do not hold ourselves out to the public as a manager of individual portfolios, provider of financial planning, provider of research, or a firm that provides financial guidance to retail clients. Darwin Wealth Management, LLC (“DWM”) is a commonly owned registered investment advisory affiliate of DAM. DWM provides investment advisory services directly to retail clients (also discussed in Item 10 – Other Financial Industry Activities and Affiliations). Wrap Fee Programs A wrap fee program is an investment program where an investor pays one state fee that includes management fees, transactions costs, fund expenses, and other administrative fees. DAM does not participate in any wrap fee programs. Assets Under Management As of July 31, 2023, we provide continuous management services for $1,007,166,261 in assets under management on a non-discretionary basis.