Cain, Watters & Associates, LLC (“CWA”) is a registered investment advisor based in Frisco, Texas. We are a Limited Liability Company organized under the laws of the State of Texas. We have been providing investment advisory services since 1984. We provide broad based financial planning services geared toward dental healthcare professionals. CWA teaches a philosophy of consistently investing money for the long term. Currently, CWA provides various financial planning, retirement planning and investment management services. Each investment advisory service is listed below. Also, clients may see the term Associated Person throughout this Brochure. As used in this Brochure, this term refers to anyone from our firm who is an officer, employee, and all individuals providing investment advice on behalf of our firm. Financial Planning Services This broad-based planning process begins by executing the CWA Financial Planning & Basic ERISA Plan Services Agreement and preparing the client for a one-day meeting at our office located in Frisco, Texas. The initial consultation meeting is structured to assess the client’s objectives and financial status both personally and professionally. Together with the client, we formulate a plan which includes initial goal setting and various Business Planning, Basic Retirement Planning and Personal Financial Planning services. Financial Planning clients have the opportunity to participate in the various investment programs recommended by CWA for a reduced fee. These programs and associated fees are described in further detail below. Participation in these investment programs may require the execution of an additional investment agreement which will provide further details regarding fees and services. Subsequent consultations will include updates, assessments of progress, and revisions to the client’s financial plan. The financial plan and the meetings are tailored to the individual and their business and personal circumstances, examples of topics that are covered initially and annually include: Business Planning Business Planning services include:
• Tax planning strategies;
• Corporate entity structure;
• Design of efficient pension plan;
• Planning for practice expansion, transition, or the addition of a possible associate;
• Production analysis and goal setting;
• Practice overhead & profitability;
• Practice breakeven analysis; and
• Efficient debt structure. Basic Retirement Planning If client is a trustee or sponsor to a retirement plan, and so chooses, CWA will advise the Trustee and/or sponsor, by conferring periodically, no less than annually, or as often as requested, regarding the following services:
• Review of the Plan design and, if needed, provide recommendations on changes to design of the Plan;
• Review of the overall allocation of investments and assets of the Plan;
• CWA will make recommendations on estimated annual funding to the Plan;
• On request, CWA will help plan timing of distributions to retired participants of the Plan; and
• CWA can act as liaison between the Plan’s attorneys and third-party pension administrator. Personal Planning Personal Financial Planning services include:
• Income tax planning;
• Planning and goals for retirement;
• Educational savings for children;
• Investment portfolio analysis;
• Management of dental school debt;
• Insurance coverage;
• Asset allocation; and
• Estate planning review. Special Project Work: Some clients may need additional special project work above and beyond the scope of services covered in the Financial Planning & Basic ERISA Plan Services Agreement. Such clients will be presented with an estimate of the scope of work and additional cost and will sign an addendum to their Services Agreement. Global Services Provided to Pension & Retirement Plans Invested in Recommended Investment Programs In addition to the Basic Retirement Planning services described in the Financial Planning section above, CWA will provide additional services which are more global in nature to both trustee directed and participant directed pension and retirement plans invested in CWA Recommended Investment Programs. These services are provided pursuant to the Global Plan Services Addendum to the Financial Planning & Basic ERISA Plan Services Agreement (for trustee directed plans) or the T Bank Participant Directed Program Agreement (for participant directed plans). The services are as follows:
• Perform periodic investment and asset manager review (quarterly and intra-quarterly);
• Build relationships with investment and asset managers;
• Perform new investment and asset manager searches for inclusion in CWA Recommended Investment Program;
• Review quarterly performance reports from custodians, overlay managers, and other investment service providers.
• Construct and manage asset allocation models utilizing the investments options that were selected to be designated investment alternatives by the Plan’s fiduciaries; and
• Make specific recommendations regarding the “qualified default investment alternative(s)” (“QDIAs”) to be made available under the Plan. For a complete description of fees and charges please refer to the section titled Fees and Compensation within this disclosure Brochure. CWA represents that it is not subject to any disqualification as set forth in Section 411 under the Employee Retirement Income Security Act (“ERISA”). To the extent CWA performs Fiduciary Services, CWA is acting as a fiduciary of the Plan as defined in Section 3(21) or Section 3(38) under ERISA. Note regarding participant directed plans: To the extent the Plan contains a self-directed brokerage account, our services (and fiduciary obligations) will not apply to such self-directed brokerage account and no services will be provided in connection with self-directed brokerage accounts. CWA Recommend Investment Programs CWA offers both discretionary and non-discretionary investment management services to our clients. Discretionary services means that we have authority to decide which securities to purchase and sell on behalf of a client. Non-discretionary services mean that client consent must be obtained before securities are purchased or sold in client accounts. Currently, we offer the following Investment Programs:
• Pooled Investment Program through an affiliated National Bank (Participant and Trustee Directed)
• Unified Managed Account Platform for Individuals, Trusts, Retirement Plans, Corporations, Partnerships and other Legal entities ("UMA")
• Separately Managed Account Programs ("SMA")
• Donor Advised Fund Services We also have a number of clients invested in the Multiple Manager Account (“MMA”) Program that is designed for Individuals, Trusts, Retirement Plans, Corporations, Partnerships and other Legal entities. However, this program is no longer offered to new clients. Each program is described in further detail below: Pooled Investment Program through an affiliated National Bank CWA offers its clients access to discretionary advisory services provided by its affiliated bank, T Bank, N.A. (T Bank) through the bank’s Collective Investment Funds (“CIF”). Investment advisory clients have the option to invest personal trust assets (i.e., non-retirement accounts, etc.) and qualified plan trust assets (i.e., 401Ks, etc.) in the T Bank CIFs. The bank’s Trust Department will act as trustee for personal asset accounts and custodian for qualified plan assets accounts established with the bank. CWA provides investment advisory services to the Plan trustee/sponsor; as well as Investment Management Services to the Plan and its participants through the construction and management of asset allocation models. The bank requires a signed trust or custodial instrument from the client, appointing the bank as trustee or custodian under the pooled investment program, depending on the type of assets to be invested (personal or qualified plan) as well as other account opening documents. CWA provides clients with asset allocation models based on various investment objectives. The allocation models consist of varying allocations among the Collective Investment Funds made available under the Plan. Each Allocation Model seeks to balance risk and reward by apportioning the assets from conservative to aggressive. In the case of participant directed plans, the participant may choose according to his or her own goals, risk tolerance and investment time horizon. Currently, T Bank offers the following Collective Investment Funds:
• Core Fixed Income Fund
• Fixed Income ETF Fund
• Equity Fund
• Equity ETF Fund
• International Equity Fund
• Real Asset Fund The bank offers all funds for qualified plan trust assets and the Core Fixed Income Fund and the Equity Fund for personal trust assets. Each fund is managed by one or more managers or invested in mutual funds or exchange traded funds (ETFs). The investment managers are recommended to the bank by Tectonic Advisors, LLC (hereafter “Tectonic”), an affiliate of both T Bank and CWA (Tectonic and the Bank are commonly owned. See Other Financial Industry Activities and Affiliations for additional information regarding conflicts). T Bank has contracted Tectonic to act as lead investment advisor and has granted Tectonic discretionary authority to utilize or not utilize approved investment managers and to reallocate fund assets among them in accordance with the approved Investment Policy Statement for each fund. Decisions related to the purchase and sale of securities are made by the individual investment managers. Purchase of pooled investment funds must be made in cash or wire transfer and will appear on the client’s bank statement. In-kind transfers of securities cannot be invested in the pooled investment funds but may be held in the same bank account with the pooled fund investment. This security information will also appear on the client’s bank statement. Tax issues relating to the client’s liquidation of an investment in a previous investment program are considered during the financial planning and tax planning advice that the client receives from us. Withdrawals of cash can occur up to, and including, the amount of the free cash balance in the trust or custodial account. To the extent that additional cash is required by a client, an appropriate amount of assets held in the fund will then have to be liquidated. It is important to note that liquidation in a qualified plan can occur daily; in a personal trust account however, liquidation can only occur once a week, generally on Fridays. Our investment advisory clients should consider this liquidity timing when investing in the pooled investment funds. Units of the funds can only be purchased or sold on valuation dates. The cash credit balance will earn a market rate of interest until such balance is invested. Unified Managed Account Platform ("UMA") CWA, in conjunction with Tectonic Advisors, LLC (“Tectonic”), offers its clients access to the Unified Managed Account (“UMA”) Platform. The UMA Platform provides clients with access to a diversified suite of certain portfolio models ranging from preservation of capital to aggressive growth. These models were developed in conjunction with one or more professional money managers that manage different components of a client’s targeted asset allocation based upon the client’s financial circumstances, goals and investment objectives. Tectonic operates technology platforms that are used to manage the models, including trading, rebalancing, billing, performance reporting, and certain other administrative services. In addition, Tectonic provides asset allocation advice, and model provider due diligence and recommendations to CWA regarding model construction and management. In some cases, Tectonic serves as one of the model providers available to CWA clients via the UMA Platform. (Tectonic is affiliated with CWA. See Other Financial Industry Activities and Affiliations for additional information regarding conflicts of interest associated with the recommendation and use of affiliated adviser services.) Clients in UMAs grant investment discretion to CWA. This means that CWA may make changes to client allocations, in keeping with previously agreed upon account objectives, without prior consent from the client. UMAs at CWA are single accounts in which a client will have multiple managers and asset classes. Each manager and/or asset class can be managed via a separate account or “sleeve” of the account. Depending on a variety of factors including, but not limited to client risk tolerance and client asset size, a UMA account could include one or more money managers in the equity, fixed income and/or alternatives space, that are run in a separate account or “sleeve.” The rest of the UMA will be invested with mutual funds and ETFs. The resulting portfolio will be a mixture of individual equities and/or individual bonds, ETFs,

and mutual funds, and will represent a complete asset allocation for the client based upon their risk tolerance and investment needs. The transactions in client accounts will be executed by Charles Schwab & Co., Inc. (“Schwab”). Please see Item 12 – Brokerage Practices for further information on brokerage and transaction costs. Clients should note that Schwab has waived transaction fees for many equities and investment company securities. However, Schwab still charges a separate transaction fee for certain securities, such as institutional class shares of mutual funds, non-US securities, etc. CWA clients can allocate their assets among various investment models, depending on account size, managed by a selection of money managers and/or mutual funds, within a UMA account. Models are recommended based on a client’s risk profile, investment goals and objectives. The UMA program requires the approved model providers to meet certain due diligence criteria established by CWA and to operate pursuant to certain operational and technological constraints as prescribed by Tectonic and/or the custodian. Given differences in the ways in which a client’s individual circumstances are identified and in which those circumstances are interpreted by different Associated Persons of CWA, different clients having the same or closely related personal circumstances and risk profiles may receive somewhat different asset allocation recommendations and, as a result, different investment manager or mutual fund recommendations. In most cases, the money manager will provide Tectonic with asset allocation models along with buy or sell signals and Tectonic will maintain the authority to execute trades. However, in some cases, the money manager will take discretionary authority to transact in the UMA account directly. In addition to the diversified suite of portfolio models noted above, we offer two additional customizable options which are designed to accommodate specific needs of certain clients. O’Shaughnessy Asset Management, L.L.C.’s CANVAS® Program The CANVAS® platform is an interactive, web-based investment platform developed by O’Shaughnessy Asset Management, L.L.C. (“OSAM”) that permits CWA to devise a customized investment strategy or strategies (each a “Strategy”) for the client. The CANVAS® platform employs modeling techniques that specify the securities to be held in a portfolio that are consistent with the Strategy. The output from the CANVAS® platform will be employed by OSAM to implement the Strategy by causing securities to be purchased and sold in the client’s portfolio, so that the client’s holdings will substantially match the model portfolio. These holdings will be periodically rebalanced by OSAM to remain consistent with the Strategy. CWA primarily uses CANVAS® to devise Tax loss harvesting strategies designed to reduce a client’s tax bill by capturing investment losses and investing proceeds in similar securities, keeping accounts fully invested. Capital Integration Systems LLC UMA Platform clients may request that CWA and Tectonic consider certain investments offered on the Capital Integration Systems LLC (“CAIS”) Alternative Investments Portal as potential investments for the client’s UMA Account. (Please see Item 8 below for information about risks associated with alternative investments.) In the event that CWA and Tectonic determine that one or more such investments may be appropriate for the client’s UMA Account, the client will be provided a copy of such investment’s offering documents, and CWA and Tectonic will assist the client in reviewing and completing such offering documents. However, neither CWA nor Tectonic will have discretionary authority to select any CAIS investment on behalf of a UMA client; rather, CWA and Tectonic will be authorized only to make recommendations regarding any such CAIS investment, and each such client will be solely responsible for the decision to invest in any CAIS investment. Please refer to important risk disclosures pertaining to alternative investments in Item 8 below. Separately Managed Account Program Certain of CWA’s clients have opted to receive portfolio management services through the firm’s Separately Managed Accounts Program (“SMA Program”). Currently our SMA Program is offered in conjunction with various investment managers, including Tectonic and Sanders Morris LLC, our affiliated investment advisers. (See Other Financial Industry Activities and Affiliations for additional information regarding conflicts of interest associated with the recommendation and use of affiliated adviser services.) These other investment advisers are responsible for the research and security selection within model portfolios, day-to-day trading within the models, and other back-office operations. CWA is responsible for the supervision of the account, portfolio reallocations and rebalancing, and ongoing client interaction and servicing. Services may be offered as part of a wrap program sponsored by a third-party investment adviser such as Envestnet, or through non-wrap portfolio management accounts. Investments and allocations are determined and based upon the client’s predefined objectives, risk tolerance, time horizon, financial horizon, financial information, and other various suitability factors. Investments may include various types of securities such as equity securities, ETFs, mutual funds, corporate debt securities, municipal securities, and U.S. Government securities. Other types of investments may also be recommended where such investments are appropriate based on the client’s stated goals and objectives. Further restrictions and guidelines imposed by the client may affect the composition and performance of a client’s portfolio. For these reasons, performance of the portfolio may not be identical to other clients of CWA. On an ongoing basis, we review the client’s financial circumstances and investment objectives, and instruct the sub adviser to make the necessary adjustments to the client’s portfolio. Please see Item 12 – Brokerage Practices for further information on brokerage and transaction costs. Clients should note that some custodial broker dealers have waived transaction fees for many equities and investment company securities. However, most custodial broker dealers still charge a separate transaction fee for certain securities, such as institutional class shares of mutual funds, non-US securities, etc. Where the account is managed through a wrap program sponsored by a third-party investment adviser such as Envestnet, the fee paid for portfolio management services will be inclusive of all transaction fees in the account. Where Sanders Morris acts as executing broker-dealer for CWA client accounts, Sanders Morris will receive advisory fees along with commissions, rebates and trails for securities purchased in the client’s account. Please refer to Item 12 of this document for information about conflicts of interest associate with this arrangement. Clients are advised to provide the firm with prompt notice of any changes in their personal financial circumstances, investment objectives, goals, and tolerance for risk. In addition, CWA will contact the client at least annually to determine whether there have been any changes in the client's personal financial circumstances, investment objectives, and tolerance for risk. Donor Advised Fund Services CWA also provides the Schwab Charitable Donor Advised Fund (“DAF”) to clients via Schwab Charitable, a web-based interface and administrative solution for charitable giving to philanthropic vehicles via the Schwab Charitable Fund (“SCF”), an IRS approved philanthropic vehicle established for the purpose of managing charitable donations contributed by or on behalf of donor clients. The DAF allows CWA to actively manage assets that have been donated to and are owned by SCF, while charging an investment management fee. CWA’s DAF participation is in conjunction with approval by the SCF Investment Committee for CWA to operate as an advisory manager on the platform. The Schwab Charitable Fund is an independent company and is unaffiliated with CWA. Multiple Manager Account Program for Individuals, Trusts, Retirement Plans, Corporations, Partnerships and other Legal entities Important Note: As of January 2023, the wrap fee program is no longer offered to new clients. Existing clients are in the process of being transitioned out of the wrap fee program and into non-wrap portfolio management accounts. We expect this process to be completed by the end of 2024. CWA is the co-sponsor of a wrap fee program with Envestnet, a federally registered investment adviser and overlay manager to the program. A wrap fee program combines portfolio management, advisory services and trade execution for a single fee. The Multiple Manager Account Program (MMA) are comprised of asset allocation models created by Envestnet and approved by CWA. Envestnet offers clients access to a diversified suite of two or more professional money managers to manage different components of a client’s targeted asset allocation based upon the client’s financial circumstances, goals and investment objectives. MMAs at CWA, which are designed as our wrap fee program, are single accounts in which a client will have multiple managers and asset classes. Depending on a variety of factors, including but not limited to client risk tolerance and client asset size, an MMA account could include one or more money managers in the equity and/or fixed income space that are run in a separate account. The rest of the MMA will be invested with mutual funds and exchange traded funds (ETFs). The resulting portfolio will be a mixture of individual equities and/or individual bonds, ETFs, and mutual funds, and will represent a complete asset allocation for the client based upon their risk tolerance and investment needs. The transactions in client accounts will be executed by Fidelity Brokerage Services ("Fidelity"), which will also receive a portion of the fee for trade execution expenses. CWA is responsible for client investment advice and communications, suitability analysis, and required disclosures to the client. CWA has contracted with Tectonic to provide due diligence services and recommend managers from Envestnet’s group of money managers. Investment allocation models / recommendations are made by CWA’s investment committee to Envestnet. The terms and conditions under which a client participates in CWA’s wrap fee program will be set forth in a written agreement between the client and CWA. The overall cost incurred from participation in our wrap fee program may be higher or lower than if the services were purchased separately from other advisers. The wrap fee accounts are managed by the money managers on a discretionary basis (that is, the money managers do not obtain the client’s approval for each transaction) and are based on a long-term investment strategy. Clients may place reasonable restrictions on portfolio holdings by setting a limit on the type of securities that can be purchased for the account. All restrictions must be provided in writing. Please refer to the CWA Form ADV Part 2A Appendix for further details of the CWA MMA Wrap Program. IRA Rollover Considerations As a normal extension of financial advice, we provide education or recommendations related to the rollover of an employer-sponsored retirement plan. A plan participant leaving employment has several options. Each choice offers advantages and disadvantages, depending on desired investment options and services, fees and expenses, withdrawal options, required minimum distributions, tax treatment, and the investor's unique financial needs and retirement plans. The complexity of these choices may lead an investor to seek assistance from us. An Associated Person who recommends an investor roll over plan assets into an Individual Retirement Account (“IRA”) may earn an asset-based fee as a result, but no compensation if assets are retained in the plan. Thus, we have an economic incentive to encourage an investor to roll plan assets into an IRA. In most cases, fees and expenses will increase to the investor as a result because the above-described fees will apply to assets rolled over to an IRA and outlined ongoing services will be extended to these assets. 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. We have to act in your best interests and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. Assets Under Management As of 12/31/2023, the total amount of assets under management at CWA is $3,544,679,305. We manage $1,866,055,068 in client assets on a discretionary basis and $1,678,624,237 in client assets on a non- discretionary basis.