A. Registrant is a corporation formed on October 26, 1992 in the Commonwealth of Pennsylvania. Registrant registered with the SEC as an investment adviser in March 1993. Stephen B. Blumenthal is the founder and majority owner of Registrant. Mr. Blumenthal also serves as Registrant’s Chief Executive Officer & Chief Compliance Officer. B. As discussed below, Registrant offers investment advisory services utilizing allocation strategies. Registrant also offers asset management platform services to investment advisers. References throughout this Brochure to clients generally refer to Registrant’s separate account clients and investors. Registrant provides discretionary or non-discretionary investment advisory services on a fee basis as discussed at Item 5 below. Before engaging Registrant to provide investment advisory services, clients are generally required to enter into an Investment Advisory Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. To commence the investment advisory process, Registrant will ascertain each client’s investment objective(s) and then allocate the client’s assets consistent with the client’s designated investment objective(s). Once allocated, Registrant provides ongoing supervision of the account(s). For individual retail (i.e., non-institutional) clients, Registrant’s annual investment advisory fee shall generally (exceptions can occur-see below) include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of Registrant), Registrant may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. INVESTMENT ADVISORY SERVICES CMG Separate Account Clients, Strategies, and Programs Registrant also manages accounts on a discretionary basis. Generally, Registrant will recommend clients invest using one or more investment strategies, each of which is listed below and described in detail further below. Please note a proprietary strategy and any underlying model is subject to change without prior notice. The costs that Registrant charges for its services are set forth in Item 5 and the material risks of investing in its strategies are described in Item 8. Clients can find a full list of CMG Strategies at https://www.cmgwealth.com/our- products/individual-strategies/. Through an arrangement with Orion Advisor Services Complete Wealth Management Platform, clients gain access to investment strategies created, designed or developed by other independent, third-party advisors/strategists, and Custom Indexing available through Charles Schwab & Co., and Fidelity. Registrant offers its management services to other investment advisers and investors through various investment custodians, including Axos Advisor Services, Charles Schwab & Co., Inc., and Fidelity. Certain strategies invest in exchange-traded funds (ETFs), which are offered by prospectus only. Investors are advised to read each ETF’s prospectus before investing. Investors are also advised to consider the underlying fund’s investment objectives, risk, charges, and expenses carefully before investing. CMG Private Wealth Group Advisors may allocate a client to mutual funds, ETF's, interval funds, equities, private investments, venture funds, private equity funds, hedge funds, custom indices, equities, and structured notes. Investors are advised to read each prospectus, fund private placement memorandums and subscription documents. Investors are also advised to consider the underlying fund’s investment objectives, risk, charges, and expenses carefully before investing. Interval Funds/Risks and Limitations: Where appropriate, Registrant may utilize interval funds (and other types of securities that could pose additional risks, including lack of liquidity and restrictions on withdrawals). An interval fund is a non-traditional type of closed-end mutual fund that periodically offers to buy back a percentage of outstanding shares from shareholders. Investments in an interval fund involve additional risk, including lack of liquidity and restrictions on withdrawals. During any time periods outside of the specified repurchase offer window(s), investors will be unable to sell their shares of the interval fund. There is no assurance that an investor will be able to tender shares when or in the amount desired. There can also be situations where an interval fund has a limited amount of capacity to repurchase shares, and may not be able to fulfill all purchase orders. In addition, the eventual sale price for the interval fund could be less than the interval fund value on the date that the sale was requested. While an internal fund periodically offers to repurchase a portion of its securities, there is no guarantee that investors may sell their shares at any given time or in the desired amount. As interval funds can expose investors to liquidity risk, investors should consider interval fund shares to be an illiquid investment. Typically, the interval funds are not listed on any securities exchange and are not publicly traded. Thus, there is no secondary market for the fund’s shares. Because these types of investments involve certain additional risk, these funds will only be utilized when consistent with a client’s investment objectives, individual situation, suitability, tolerance for risk and liquidity needs. Investment should be avoided where an investor has a short- term investing horizon and/or cannot bear the loss of some, or all, of the investment. There can be no assurance that an interval fund investment will prove profitable or successful. In light of these enhanced risks, a client may direct Registrant, in writing, not to purchase interval funds for the client’s account. Registrant may also invest the assets held in the individual investment sub-divisions of a variable annuity or life insurance product owned by clients. Registrant uses the following investment programs when providing this service: CMG Managed High Yield Bond Program, CMG Tactical All Asset Strategy, CMG Large Cap Long/Flat Strategy, and CMG Tactical Rotation Strategy. When providing services to these investment products, the client acknowledges that Registrant is limited to the investment products or securities available and offered by the sponsor of the product. Strategists Program – Strategist Models Registrant’s Strategists Program provides access to asset allocation models and third-party investment managers (“Strategists”). We refer to such asset allocation models as “Strategist Models”. The Strategists regularly monitor the Strategist Models and are responsible for managing the model portfolios on behalf of Orion Portfolio Services (“OPS”) and made available on the OPS platform. However, the Strategists are not acting as your investment advisor, do not possess knowledge of your individual information or investment goals and objectives, and do not provide personalized investment advice to you. Client remains the owner of all securities held in your account and have all ownership rights associated with these securities. Visit orionportfoliosolutions.com/strategists to review the Strategists. Clients can elect to utilize multiple Strategist Models within a single custodial account, where each Strategist Model allocation is assigned to a unique subaccount or “sleeve”. This structure is known as a unified managed account (“UMA”). Clients account will be invested in accordance with the Strategist Model client selects with Investment Advisor. Investment Strategies Investing in strategies and securities involves risk of loss that clients should be prepared to bear. The investment performance and success of any particular investment cannot be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. Investments are subject to various risks, including, but not limited to, market, liquidity, currency, economic, and political risks, and will not necessarily be profitable. Certain investments are not suitable for all clients due to their specific risk tolerance. Furthermore, certain investment strategies involving or relating to new or emerging technologies (e.g., cryptocurrency or blockchain) are speculative in nature and subject to significant risks. Clients are advised to discuss their specific risk profile with their financial adviser or representative. Past performance of investments is not indicative of future performance. Please note that all strategies and underlying models are subject to change without prior notice. CMG Equity Income Strategy The CMG Equity Income Strategy. The strategy seeks high income by allocating to select high yielding U.S. equity ETFs. CMG International Equity Strategy The CMG International Equity. The strategy allocates to a select international equity ETFs focused on paying high dividends. CMG Global Beta Strategy The CMG Global Beta Strategy uses global equity market ETFs to gain broad based global equity market exposure including exposure to the U.S. market. CMG Diversifying Strategy The CMG Diversifying Strategy uses absolute return focused mutual funds and other non-traditional mutual funds and/or ETFs. The strategy seeks to achieve absolute returns with low correlation to traditional equity and fixed income markets. CMG Managed High Yield Bond Program, and CMG Managed High Yield Annuity Bond Programs The CMG Managed High Yield Bond Program trades high yield mutual funds, exchange-traded funds (ETFs) and/or variable insurance trusts (VITs) using a proprietary quantitative buy/sell/hold investment process. The model identifies opportunities where the short-term and intermediate-term direction of the U.S. high yield market can be predicted with high probability. The strategy looks at daily data such as price, volume, yield spreads and default rates to identify trends. The investment objective is growth and income with downside protection. CMG Tactical All Asset Strategy and CMG Tactical All Asset ETF Strategy The CMG Tactical All Asset Strategy is a rules-based investment trading strategy that analyzes a global universe of ETFs or mutual funds to determine an optimal allocation. The strategy seeks growth opportunities with the ability to defensively position in fixed income asset classes and cash. The investment process analyzes the individual price trends of ETFs seeking to capitalize on opportunities across the U.S. equity, International Equity, Fixed Income and Commodity markets. The ETFs are analyzed based on price momentum indicators such as relative strength, trend following and mean reversion. The portfolio allocates to 10 ETFs in the portfolio but fewer than 10 positions may be held if cash is demonstrating the strongest relative strength. The strategy may be appropriate for a portion of an overall investment portfolio and is designed to serve as an active, risk-managed solution. CMG Tactical All Asset Variable Annuity Strategy The CMG Tactical All Asset Variable Annuity Strategy is a rules-based investment trading strategy that invests across a global universe of variable investment trusts (VITs) to determine an optimal allocation. The strategy seeks growth opportunities with the ability to defensively position in fixed income asset classes and cash. The investment process analyzes the individual price trends of asset and sub-asset classes seeking to capitalize on opportunities across the U.S. Equity, International Equity, Fixed Income and Commodity markets. Positions are analyzed based on price momentum indicators such as relative strength, trend following and mean reversion. The portfolio allocates to 10 VITs in the portfolio but fewer than 10 positions may be held if cash is demonstrating the strongest relative strength. The strategy may be appropriate for a portion of an overall investment portfolio and is designed to serve as an active, risk-managed solution. CMG Tactical Rotation Strategy and CMG Tactical Rotation Strategy Annuity Program The CMG Tactical Rotation Strategy seeks to generate returns in all market conditions based on the concept that various asset classes and sectors experience bull and bear markets at different times. The strategy utilizes a proprietary tactical investment model that analyzes various technical indicators to determine which asset classes are in a bullish environment and likely to achieve a positive return. The strategy employs an equally-weighted strategic rotation process that allocates the portfolio to the top two asset classes from a universe of six: Domestic Equities, International Equities, Bonds, Commodities, REITs, and Cash/Cash Equivalents. The investment objective is moderate growth with downside protection. CMG Tactical Fixed Income Strategy The CMG Tactical Fixed Income Strategy enhances the foundational role of bonds in investment portfolios by employing a disciplined trend-following investment approach to fixed income investing. The strategy follows a rules-based investment process that evaluates a universe of nine fixed income investment options. The following fixed income categories are considered: U.S. Treasury Bills, Investment Grade Corporate bonds, U.S. Treasury bonds, Convertible bonds, High Yield bonds, Emerging Market bonds, International Sovereign bonds, Municipal Bonds and U.S. Treasury Inflation Protected Securities. The process compares daily prices of each constituent and selects the top two fixed income ETFs demonstrating the strongest price trends. The process is a flexible approach to fixed income investing that seeks to maximize income and minimize the risk of loss. The unconstrained process attempts to capitalize on a wider opportunity set than traditional buy-and-hold core fixed income investment approaches and has the ability to position defensively in short-term Treasury Bills. CMG Tactical Equity Strategy The CMG Tactical Equity Strategy is an aggressive investment strategy that promotes exposure to global equities in investment portfolios by employing a dynamic approach to investing. The strategy seeks to achieve relative outperformance of the MSCI All Country World Index (ACWI) by investing in certain ETFs while simultaneously employing a risk management approach within the process. The strategy utilizes a rule-based, algorithmic investment process that evaluates a global universe of equity investment options. CMG Tactical Alpha Strategy The CMG Tactical Alpha Strategy is a mean reversion investment strategy. The strategy uses intermarket analysis and seeks to capture movement in the S&P 500 Index. Much of the time the strategy is invested in money market funds. The strategy utilizes a rule-based, algorithmic investment process to determine if there is a trading opportunity in the S&P 500 Index. The strategy is a short-term trading strategy with exposure to the market generally lasting a few days. CMG Beta Rotation Strategy The CMG Beta Rotation Strategy seeks to enhance the role of equities in a client portfolio by employing a disciplined process to measure market price trends. The investment objective is to outperform broad equity markets while simultaneously reducing risk. The process invests in the U.S. equity market when the market is demonstrating strong price trend. Otherwise, the process invests in the utility sector when utility stocks are demonstrating strong price trend. The Utilities sector is defensive and has exhibited low correlation to broad equity markets. During rare periods of broad-based negative price trends, the process may invest 100% in cash or cash equivalents. CMG Large Cap Long/Short Strategy The CMG Large Cap Long/Short Strategy utilizes trend and mean reversion indicators across a broad set of the S&P 500 sector industry groups to determine the overall state of technical health, as measured by the breadth and momentum, of the large cap equity market. The strategy invests in large-cap equity ETF(s) when the weight of technical evidence is bullish (100% long). When the technical evidence is bearish and the composite indicator is falling, the portfolio moves to short-term Treasury Bill ETF(s). If the composite indicator is below a bearish threshold but rising, the strategy has the ability to be 50% invested. The strategy offers a systematic way to raise or lower a portion of a portfolio’s overall total equity exposure. The investment objective is aggressive growth with downside protection. CMG Large Cap Long/Flat Strategy The CMG Large Cap Long/Flat Strategy utilizes trend and mean reversion indicators across a broad set of the S&P 500 sector industry groups to determine the overall state of technical health, as measured by the breadth and momentum, of the large cap equity market. The strategy invests in large-cap equity ETF(s) when the weight of technical evidence is bullish (100% long). When the technical evidence is bearish and the composite indicator is falling, the portfolio moves to short-term Treasury Bill ETF(s). If the composite indicator is below a bearish threshold but rising, the strategy has the ability to be 50% invested. The strategy offers a systematic way to raise or lower a portion of a portfolio’s overall total equity exposure. The investment objective is aggressive growth with downside protection. CMG Metals Strategy The CMG Metals Strategy is a diversified metals portfolio, invested across a wide variety of metals and mining stocks. Investment exposure is achieved primarily through the use of exchange-traded funds (ETFs). The strategy follows a proprietary algorithm that analyzes a diverse universe of metals and mining ETFs. The process identifies opportunities within the metals universe by focusing on metrics, such as fund flows, volatility, and momentum. The objective of the strategy is to provide investors with exposure to metals through a tactical process driven approach. The investment objective is aggressive growth. Greenrock Research High and Growing Dividend Portfolio The Greenrock High and Growing Dividend Portfolio is a managed portfolio consisting of a diversified group of select stocks that meet our criteria. The goal is to balance the current yield with the potential growth of dividends. The portfolio is offered by CMG through a research partnership with Greenrock Research. CMG High and Growing Dividend Risk-Managed ETF Portfolio The CMG High and Growing Dividend Risk-Managed ETF Portfolio combines a carefully selected portfolio of high and growing dividend ETFs with downside risk management. ETFs are carefully selected that meet our standard for high and growing dividends. Further, the ETF strategy incorporates a straightforward stop- loss risk management process to minimize the risk of loss that present during large market declines generally associated with bear markets. CMG Traditional Asset Allocation Portfolios Asset allocation attempts to balance portfolio risk and reward to dovetail with an investor’s goals, risk tolerance, and investment time horizon by dividing the portfolio among different asset categories, such as stocks, bonds, and cash. The CMG Traditional Asset Allocation Portfolios invest across varied asset classes (including, but not limited to, U.S. large-cap equity, developed world, U.S. government bonds, and foreign bonds) via ETFs. There are two types of portfolios – strategic and dynamic – available to investors. The strategic portfolios feature three distinct risk-based allocations: conservative (generally 30% equity and 70% fixed income), moderate (generally 60% equity and 40% fixed income), and aggressive (generally 90% equity and 10% fixed income). The strategic portfolios are typically rebalanced and investment decisions made on an annual basis. The dynamic portfolio’s construction generally ranges between 50-70% equity allocation and 30-50% fixed income allocation. The dynamic portfolio is generally reviewed and rebalanced on a quarterly basis. CMG Managed Gold Strategy The CMG Managed Gold Strategy is a quantitative investment strategy that trades gold ETFs. The model analyzes price action from an ensemble of different time periods to determine opportunities that benefit long gold exposure. The model incorporates risk management, which reduces portfolio exposure to 100 percent cash during down trending environments for gold. Registrant considers this strategy to be aggressive and only suitable and appropriate for certain clients that can tolerate volatility and this risk level. CMG Absolute Return Strategy The CMG Absolute Return Strategy invests in actively managed mutual funds (and/or ETFs) that seek uncorrelated returns from the broad equity and fixed income markets. The strategy generally chooses from the following list of Morningstar fund categories: Commodities Broad Basket, Long-Short Equity, Long-Short Credit, Managed Futures, Market Neutral, Multi-alternative, and Tactical Allocation. The strategy seeks moderate growth. 3EDGE Asset Management – 3EDGE Total Return Strategy The 3EDGE Total Return Strategy (“the TR Strategy”) is a globally diversified, multi-asset portfolio, invested across a wide variety of asset classes and geographies. Investment exposure is achieved primarily through the use of index ETFs. The investment objective is to generate long-term capital appreciation and attractive risk-adjusted returns over full market cycles. The TR Strategy may be appropriate for investors who are more focused on longer-term capital appreciation and have a time horizon of more than three years, at least for this component of an investor’s overall liquid assets. Banking and Lending Services - Orion Cash and Credit Available via Registrant’s relationship with OPS, Clients may gain access to an array of banking and lending solutions and related services through Focus Orion Solutions, LLC, a joint venture between Orion Advisor Technology, LLC (an OPS affiliate, “OAT”) and Focus Financial Partners Inc. OAT receives compensation for referring clients through the Orion Cash and Credit platform. Investment Advisors that utilize OPS have access to Orion Cash and Credit platform’s financial institution partners that offer the lending- and deposit-related products. Registrant does not benefit directly, or indirectly, if client determines to pursue an OPS banking or lending solution. Proceeds of any loan or financing are not used in the investment process. Please Also Note: Conflicts of Interest. Due to the association and relationship of one of Registrant’s minority owners to certain private investment opportunities, Registrant has a conflict of interest in offering such investments to qualified clients. Registrant shall disclose this conflict of interest to any prospective investor. No client or prospective client is under any obligation whatsoever to invest in these private investment opportunities. Additionally, because Registrant and/or its Investment Adviser Representatives and affiliates can earn compensation from an affiliated private fund (both management costs and/or incentive compensation) that will generally exceed the cost that Registrant would earn under its standard asset-based cost schedule referenced in Item 5 below, the recommendation that a qualified client become a fund investor presents a conflict of interest. Given the conflict of interest, Registrant advises that clients consider seeking advice from independent professionals (i.e., attorney, accountant, adviser, etc.) of their choosing prior to becoming a fund investor. No client is under any obligation whatsoever to become a fund investor. ANY QUESTIONS: Registrant’s Founder and CEO, Stephen Blumenthal, is available to address any questions regarding this conflict of interest. Unaffiliated Private Investment Funds From time to time, Registrant also provides investment advice or recommendations of certain unaffiliated private investment funds. Registrant, on a non-discretionary basis, may recommend that certain qualified clients consider an investment in unaffiliated private investment funds. Registrant’s clients or prospective clients are under no obligation whatsoever to consider or make an investment in a private investment fund(s). Private Investment Opportunities For certain types of private investments offered by or available through Registrant, investors must generally satisfy certain investor sophistication requirements, including that the client qualifies as an “accredited investor” under Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, or a “qualified purchaser” within the meaning of section 2(a)(51) of the Investment Company Act of 1940, as amended. From time to time, Registrant, on a non-discretionary basis, may recommend that qualified clients (as discussed above) consider allocating a portion of their investment portfolio to a private or non-registered investment. Any allocation of a client’s investment portfolio to a private investment, which is solely at the discretion of the client, will be subject to the terms, costs, and conditions set forth in the client’s investment advisory agreement. Prior to any investment, a representative of Registrant will explain any and all costs, charges, or other compensation associated with the investment. Assets or funds allocated to a private investment by a managed account client will only be subject to asset-based investment advisory costs (see cost discussion below in Item 5) and not subject to any transaction-based costs or commissions. Please Note: Unaffiliated Private Investment Funds are available to accredited investors only and, in some cases, qualified investors only and generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment. Conflict of Interest. Certain affiliated and unaffiliated private investment funds, such as Vantage Multi-Strategy Fund L.P., and New Ventures Funds I, II and III (also known as Scientia Ventures), and Scientia Ventures IV, may allocate fund assets to private companies in which equity is also held by an owner/equity investor in Registrant, thus creating a conflict of interest. Owners and employees of Registrant may allocate personal assets to private companies in which certain affiliated and/or unaffiliated private investment funds may be invested in. Given the conflict of interest, Registrant advises that clients consider seeking advice from independent professionals (i.e., attorney, accountant, adviser, etc.) of their choosing prior to becoming a fund investor. No client is under any obligation whatsoever to become a fund investor. ANY QUESTIONS: Registrant’s Founder and CEO, Stephen Blumenthal, is available to address any questions regarding this conflict of interest. Please Note: Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment. Direct Investments. From time to time, Registrant, on a non-discretionary basis, may recommend qualified clients consider making a direct investment in companies sourced by Registrant through its relationships in the industry including fund sponsors, management teams, and intermediaries. Important investment criteria for Direct Investments include projected returns, the attractiveness of the industry, the company’s relative position in its industry, valuation, quality and depth of the management team, type of security issued and alignment of interests. Registrant will also consider the company’s business description, industry analysis, and the legal terms of the transaction and features of the security being issued, management, financial analysis, and legal, environmental and other contingent liability analysis. Please Note: Direct Investments involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each company’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, Direct Investments do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the investment and acknowledges and accepts the various risk factors that are associated with such an investment. Conflict of Interest. Because Registrant and/or its Investment Adviser Representatives and affiliates can earn compensation from a Direct Investment (both management costs and/or incentive compensation) that will generally exceed the cost that Registrant would earn under its standard asset-based cost schedule referenced in Item 5 below, the recommendation that a qualified client become an investor presents a conflict of interest. Given the conflict of interest, Registrant advises that clients consider seeking advice from independent professionals (i.e., attorney, accountant, adviser, etc.) of their choosing prior to becoming an investor in a Direct Investment. No client or prospective client is under any obligation whatsoever to become an investor in a Direct Investment. ANY QUESTIONS: Registrant’s Founder and CEO, Stephen Blumenthal, is available to address any questions regarding this conflict of interest. Please Also Note: Valuation. In the event that Registrant references private investment funds owned by the client on any supplemental account reports prepared by Registrant, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor. However, if subsequent to purchase, the fund has not provided an updated valuation, the valuation shall reflect the initial purchase price. If subsequent to purchase, the fund provides an updated valuation, then the statement will reflect that updated value. The updated value will continue to be reflected on the report until the fund provides a further updated value. Please Also Note: As result of the valuation process, if the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s fund holding(s) could be significantly more or less than the value reflected on the report. Unless otherwise indicated, the client’s advisory cost shall be based upon the value reflected on the report. Please Note: Conflict of Interest. Registrant may introduce clients to private funds (New Ventures I, New Ventures III (also known as Scientia Ventures), Scientia Ventures IV, and Vantage Multi-Strat Funds) and Cibus, Inc., a NASDAQ listed bio-agriculture company that are affiliated with a minority shareholder in Registrant and/or referral sources, thereby creating a conflict of interest relative to Registrant’s introduction of the fund. Registrant has an economic incentive to introduce the fund to the client (i.e., as result of the introduction, Registrant will assist an existing: (a) client from whom it currently earns, and anticipates it will continue to earn, investment advisory costs; and/or (b) referral source from whom its anticipates that it will receive future introductions). Given the conflict of interest, Registrant advises that clients consider seeking advice from independent professionals (i.e., attorney, accountant, adviser, etc.) of their choosing prior to becoming a Fund investor. No client is under any obligation whatsoever to become an investor in a Direct Investment or private investment. ANY QUESTIONS: Registrant’s Founder and CEO, Stephen Blumenthal, is available to address any questions regarding this conflict of interest. Syntax Exchange-Traded Funds: When considering an allocation to a cap weighted or equal weighted equity index

fund, Registrant may recommend that clients invest in one or more stratified weighted exchange-traded funds (“ETFs”), or Syntax custom indices, sponsored by Syntax, LLC or advised by its affiliate, Syntax Advisors, LLC (each a “Syntax ETF”). Rory Riggs is the founder and CEO of Syntax Advisors, LLC and is also a minority owner of Registrant, is a member of the general partner of Registrant’s affiliated private funds referenced above and is Co-founder and CEO of Cibus, Inc. A NASDAQ listed company (ticker symbol “CBUS”). Because Syntax, LLC, Syntax Advisors, LLC, and Mr. Riggs stand to earn compensation from the Syntax ETFs, the Registrant’s investment into the Syntax ETFs presents a conflict of interest. The decision to invest in or recommend a Syntax ETF for a client will be made when the Registrant believes that the client will benefit from the long-term investment objective and strategy of a Syntax ETF. Investment in a Syntax ETF is not subject to the same investment process used by the Registrant in formulating its actively managed, technical analysis-based investment trading strategies. In recommending a Syntax ETF, the Registrant will not consider other comparable long-term buy-and-hold index funds and index ETFs investments or investment products, which may perform better (or worse) and may be less expensive (or more expensive). The Registrant does not receive any compensation from Syntax for using the Syntax ETFs, but a minority owner of the Registrant stands to benefit from investment in the Syntax ETFs and will be incentivized to contribute additional capital to the Registrant. The Registrant seeks to comply with the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code as it relates to recommendations to invest in a Syntax ETF. A client can notify the Registrant, in writing, that it does not want to invest in a Syntax ETF or request a reallocation to another ETF or investment strategy at any time. ANY QUESTIONS: Registrant’s Founder and CEO, Stephen Blumenthal, is available to address any questions regarding this conflict of interest. Cibus Inc. (ticker symbol “CBUS”): When considering an allocation to an aggressive growth opportunity, Registrant may recommend that clients invest in Cibus, Inc., a bio-agriculture gene editing company. Rory Riggs is a minority shareholder in Registrant and is Co-founder and CEO of Cibus, Inc. A NASDAQ listed company (ticker symbol “CBUS”). Mr. Riggs stands to earn compensation from Cibus, Inc. and is a significant shareholder of the Cibus, Inc. which presents a conflict of interest. The decision to invest in or recommend Cibus, Inc. for a client will be made when the Registrant believes that the client will benefit from the investment objective. A client can notify the Registrant, in writing, that it does not want to invest in a Cibus, Inc. or request a reallocation to another investment or investment strategy at any time. ANY QUESTIONS: Registrant’s Founder and CEO, Stephen Blumenthal, is available to address any questions regarding this conflict of interest. MISCELLANEOUS DISCLOSURES Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. Registrant offers certain financial planning services to separate account or retail clients. Registrant does not, however, offer or hold itself out as offering or providing legal, tax, estate planning, or accounting services. Registrant does not serve as an attorney, accountant, tax advisor or preparer, or insurance agency, and no portion of our services should be viewed as legal, accounting, tax or insurance implementation services. Accordingly, we do not prepare estate planning documents, tax returns or sell insurance products. To the extent requested by a client, we may recommend the services of other professionals for certain non-investment implementation purpose. You are under no obligation to engage the services of any recommended professional. The client retains absolute discretion over all implementation decisions and is free to accept or reject any recommendation that we make. If the client engages any unaffiliated recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. Variable Annuity and Insurance Products. Registrant or its licensed associated persons can offer and sell insurance products on a commission basis. Additionally, Registrant provides management services to clients owning variable annuity or life insurance products. From time to time, Registrant may recommend no-load variable annuities from Nationwide Advisory Solutions (formerly Jefferson National) and Nationwide. In most instances, Registrant is not involved in the decision-making process on which product that the client should purchase, and the client generally makes this decision with their registered representative or the broker-dealer. In the event that the client purchased the variable annuity product from a registered representative of a broker-dealer that serves as a promoter for Registrant, Registrant will pay that promoter a referral cost (See Disclosure at Item 14.B). After purchasing an insurance product, Registrant can be engaged by the client to manage proprietary investment strategies contained within the variable annuity product. Registrant’s investment choices are limited to Registrant’s investment strategies. Specifics regarding the annuity are found in the annuity prospectus and application documents. The client should review the prospectus carefully before investing. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, market conditions, investment performance, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Registrant’s advisory cost remains payable during periods of account inactivity. Interval Funds; Risks and Limitations. From time to time, Registrant can recommend that a client allocate a portion of her portfolio to an interval fund, depending upon suitability, risk profile and tolerance, investment time horizon, and liquidity needs. An interval fund is a type of investment company that periodically offers to repurchase its shares from shareholders. Shareholders are not required to accept these offers and sell their shares back to the fund. During any time periods outside of the specified repurchase offer window(s), investors will be unable to sell their shares of the interval fund. There is no assurance that an investor will be able to tender shares when or in the amount desired. There can also be situations where an interval fund has a limited amount of capacity to repurchase shares, and may not be able to fulfill all purchase orders. In addition, the eventual sale price for the interval fund could be less than the interval fund value on the date that the sale was requested. Interval funds are legally classified as closed-end funds, but they are different from traditional closed-end funds in that their shares typically do not trade on the secondary market. Thus, there is no secondary market for the fund’s shares. Instead, their shares are subject to periodic repurchase offers by the fund at a price based on net asset value. Structured Notes. From time to time, Registrant can recommend that a client allocate a portion of its portfolio to a structured note offered through iCapital or other Structured Note providers, depending upon suitability, risk profile and tolerance, investment time horizon, and liquidity needs. A structured note is a debt obligation that also contains an embedded derivative component that adjusts the security’s risk-return profile. The return on a structured note is linked to the performance of an underlying asset, group of assets, or index. The flexibility of structured notes allows for a wide variety of potential payoffs that are difficult to find elsewhere. Risks include market risk, low liquidity, counter-party risk and default risk. Please Note: These types of investment programs, funds and notes are speculative and entail substantial risks. Additionally, shares of an interval fund and investment in a structured note are an illiquid investment. That means you may not have access to the money you invest for an indefinite period of time. Further, there can be no assurance that the investment objectives will be achieved or that its investment program will be successful. You should consider these investments as a supplement to an overall investment program and you should invest only if you are willing to undertake the risks involved. You could lose some or all your investment. You are strongly advised to thoroughly review a fund’s prospectus and other documentation prior to making any investment. Considering these enhanced risks, a client may direct Registrant, in writing, not to employ any or all such strategies for the client’s account. Platform Services. As referenced above, Registrant offers its management services to clients, investors, and other third-party investment advisers through various investment custodial platforms including, but not limited to, Axos Advisor Services, Charles Schwab, Fidelity through Orion Portfolio Services, and Envestnet. While Registrant Private Wealth Group team of investment advisers provides services to its individual investor clients, in certain instances, an unaffiliated third-party promoter, investment adviser, or registered representative of an unaffiliated third-party broker-dealer will introduce Registrant to the investor and will charge separate costs to the investor. In some cases, the total cost charged to the investor may be less (or more) than Registrant would charge its clients. In addition, Registrant will generally be unable to negotiate commissions and/or transaction costs when providing services through these investment platforms. The investment custodial platform will determine the broker-dealer where security transactions must be effected and the amount of transaction costs and/or commissions to be charged to the participant investor accounts. When Registrant provides services through a platform, the unaffiliated third-party advisor or the investor maintains the responsibility for determining whether the initial and ongoing use of Registrant’s investment strategies are suitable and appropriate, and any unaffiliated third-party adviser is responsible for communicating with the client. Registrant’s Chief Executive Officer & Chief Compliance Officer, Stephen Blumenthal, is available to address any questions concerning Registrant’s investment management services and costs. Sub-Advisory Arrangements – Registrant use of Unaffiliated Third-Party Advisers. Registrant maintains discretionary authority to allocate a portion of client assets to unaffiliated SEC registered investment advisers, where the unaffiliated adviser, as a sub-adviser, maintains day-to-day discretionary management responsibility for the allocated assets. Registrant monitors the client assets allocated to these advisers on an ongoing and continuous basis. Registrant compensates these advisers with a portion of the advisory cost paid by the client to Registrant per the cost schedule at Item 5 below. In such cases, Registrant’s client does not pay a higher advisory cost as result of the sub-advisory arrangement. Registrant’s Chief Executive Officer& Chief Compliance Officer, Stephen Blumenthal, is available to address any questions concerning Registrant’s sub-advisory arrangements. Research Signal Provider or Model Provider Arrangements. Registrant maintains research signal provider and model provider agreements with unaffiliated investment advisers whereby the unaffiliated investment adviser provides signals (i.e., trades in specific securities) or model portfolios to Registrant. Registrant then executes the specified trades on behalf of clients through its execution partners. Greenrock Research, Inc. – Conflicts of Interest: Registrant and Greenrock Research, Inc., an investment adviser registered with the SEC, entered into a research signal provider agreement in 2019. Registrant entered into a research agreement with 3Edge in 2016. Greenrock Research entered into a research signal provider agreement with 3Edge in 2007. Kevin Malone is the founder and principal of Greenrock Research. Greenrock Research provides a high and growing dividend model to Registrant. Mr. Malone is a member of the advisory board of 3EDGE Asset Management. Mr. Malone does not receive any compensation for this advisory board position. 3EDGE Asset Management is a model portfolio provider to Registrant. Additionally, Registrant currently offers 3EDGE’s strategies in a managed account. Allocations by Registrant to any 3EDGE strategies presents a conflict of interest due to Mr. Malone’s association as an advisory board member to 3EDGE. A client can request a reallocation to another investment strategy if the client does not want to invest in a 3EDGE or Greenrock Research strategy. Such requests must be submitted to Registrant in writing. Ned Davis Research, Inc. – Conflicts of Interest: Registrant and NDR have co- licensed the Ned Davis Research CMG US Large Cap Long/Flat Index to VanEck for use in an ETF. Registrant and NDR share any license compensation received from VanEck. Registrant is also a client of NDR’s investment research services, including custom research services and pays to NDR subscription costs for these services. Registrant uses soft dollars to pay NDR for these investment research services. Registrant has determined that these services are eligible soft dollar arrangements under Section 28(e) of the Securities Exchange Act of 1934. Sub-Advisory Arrangements – Registrant is Engaged by Third-Party Adviser: Registrant may also serve as a sub-adviser to unaffiliated registered investment advisers per the terms and conditions of a written Sub-Advisory Agreement. With respect to its sub-advisory services, the unaffiliated investment advisers that engage Registrant maintain both the initial and ongoing day-to-day relationship with the underlying investor, including initial and ongoing determination of suitability for Registrant’s designated investment strategies, and ongoing client communication. If Registrant is directed to effect account transactions though a specific broker- dealer/custodian Registrant will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a result, the client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case through alternative brokerage/custody arrangements. Higher transaction costs adversely impact account performance. Axos Advisor Services, Schwab, and Fidelity: Clients may incur custodian costs. Costs vary from custodian to custodian and are independent from CMG costs. As discussed below at Item 12 below, when requested to recommend a broker- dealer/custodian for client accounts, Registrant generally recommends that Axos Advisor Services, Schwab, or Fidelity serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Axos, Schwab and Fidelity charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian. While certain custodians, including generally (with exceptions) do not currently charge fees on individual equity transactions (including ETFs), others do. Please Note: there can be no assurance that the custodians will not change their transaction fee pricing in the future. Please Also Note: Fidelity and Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. The above fees/charges are in addition to Registrant’s investment advisory fee at Item 5 below. Registrant does not receive any portion of these fees/charges. Retirement Rollovers -- Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (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). If Registrant recommends that a client roll over their retirement plan assets into an account to be managed by Registrant, such a recommendation creates a conflict of interest if Registrant will earn new (or increase its current) compensation as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary 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. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant, whether it is from an employer’s plan or an existing IRA. Registrant’s Chief Compliance Officer is available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Introduction from Primary Investment Professional/Promoters: Registrant provides investment management services to investors who are introduced to Registrant through the investor’s primary investment professional. When introduced by a promoter, the investor will be required to acknowledge and agree that the investment professional serves as the investor’s primary investment professional and is responsible for assisting in determining the initial and ongoing suitability of Registrant’s investment strategies. In these relationships, Registrant does not have any investor interaction and manages the investor’s assets consistent with any selected investment strategy. Registrant will rely on any direction, notice, or instruction that it receives from the investment professional or the investor until it has been notified in writing of any changes. Registrant has no liability or legal responsibility to the investor for the failure of the investment professional to timely provide notices or instructions to Registrant. When introduced by a promoter, Registrant is permitted to share account-related information with the investment professional until the client notifies Registrant, in writing, to the contrary. If Registrant is directed to effect account transactions though a specific broker- dealer/custodian, Registrant will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a result, the client may pay higher commissions and transaction costs, be subject to greater spreads, and as a result receive less favorable pricing than if Registrant were responsible for selecting broker-dealers. These additional costs and expenses adversely impact account performance. When introduced by a promoter, an investor may pay a higher combined advisory cost than the cost referenced in its cost schedule at Item 5 below. Please see additional disclosure at Item 14 below. Tradeaway/Prime Broker Costs: When beneficial to the client, individual equity and/or fixed income transactions may be effected through broker-dealers other than the account custodian, in which event, the client generally will incur the cost (commission, mark-up/mark-down) charged by the executing broker-dealer and, potentially, a separate “tradeaway” and/or prime broker cost charged by the account custodian. Non-Discretionary Service Limitations. Clients that determine to engage the Registrant on a non-discretionary investment advisory basis must be willing to accept that the Registrant cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event of a market correction during which the client is unavailable, the Registrant will be unable to effect any account transactions (as it would for its discretionary clients) without first obtaining the client’s consent. Independent Managers. Registrant may allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager(s) will have day-to- day responsibility for the active discretionary management of the allocated assets. Registrant will continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. The Registrant generally considers the following factors when recommending Independent Manager(s): the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fees charged by the designated Independent Manager(s) are exclusive of, and in addition to, Registrant’s ongoing investment advisory fee, which will be disclosed to the client before entering into the Independent Manager engagement and/or subject to the terms and conditions of a separate agreement between the client and the Independent Manager(s). Use of Mutual and Exchange Traded Funds: Most mutual funds and exchange traded funds are available directly to the public. Therefore, a prospective client can obtain many of the funds that may be utilized by Registrant independent of engaging Registrant as an investment advisor. However, if a prospective client determines to do so, he/she will not receive Registrant’s initial and ongoing investment advisory services. In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed below, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion Registrant shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. The above does not apply to the cash component maintained within a Registrant actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager and cash balances maintained for fee billing purposes. The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Registrant unmanaged accounts. Cybersecurity Risk. The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Registrant has established procedures to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that Registrant does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Bitcoin, Cryptocurrency, and Digital Assets: For clients who want exposure to cryptocurrencies, including Bitcoin, the Registrant will consider investment in corresponding exchange traded securities, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Cryptocurrencies are digital assets that can be used to buy goods and services and use an online ledger with strong cryptography (i.e., a method of protecting information and communications through the use of codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated, and their price is determined by the supply and demand of their market. Cryptocurrency is currently considered to be a speculative investment. The speculative nature of cryptocurrencies notwithstanding, the Registrant may (but is not obligated to) utilize crypto exposure in one or more of its asset allocation strategies for diversification purposes. Please Note: Investment in cryptocurrencies is subject to the potential for liquidity constraints, extreme price volatility and complete loss of principal. Notice to Opt Out: Clients can notify the Registrant, in writing, to exclude cryptocurrency exposure from their accounts. Absent the Registrant’s receipt of such written notice from the client, the Registrant may (but is not obligated to) utilize cryptocurrency as part of its asset allocation strategies for client accounts. Asset-Based Pricing Arrangements and Limitations. Relative to Axos and Orion Portfolio Services (for Schwab and Fidelity accounts) engagements (see above), Registrant may recommend that clients enter into an “Asset-Based” pricing agreement with the account broker-dealer/custodian. Under an asset- based pricing arrangement, the amount that a client will pay the custodian for account commission/transaction fees is based upon a percentage (%) of the market value of the account, generally expressed in basis points and/or a percentage. One basis point is equal to one one-hundredth of one percent (1/100th of 1.00%, or 0.01% (0.0001). This differs from transaction-based pricing, which assesses a separate commission/transaction fee against the account for each account transaction. Account investment decisions are driven by security selection and anticipated market conditions and not the amount of transaction fees payable by you to the account custodian. Under either the asset-based or transaction-based pricing scenario, the fees charged by the respective broker-dealer/custodian are separate from, and in addition to, the advisory fee payable by the client to Registrant per Item 5 below. Registrant does not receive any portion of the asset- based transaction fees payable by the client to the account custodian. The client is under no obligation to enter into an asset-based arrangement, and, if the client does so, the client can request at any time to switch from asset- based pricing to transactions- based pricing, However, there can be no assurance that the volume of transactions will be consistent from year-to-year given changes in market events and security selection. Thus, given the variances in trading volume, any decision by the client to switch to transaction- based pricing could prove to be economically disadvantageous. Registrant offers investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will discuss specific investment objective(s) and conduct a risk assessment with each client. Registrant shall allocate each client’s investment assets consistent with their risk profile and designated investment objective(s). Clients may, at any time, impose restrictions, in writing, on Registrant’s services. Registrant also offers financial planning services (including, but not limited to, investment account reviews) to separate account or retail clients. Registrant does not, however, offer or hold itself out as offering or providing legal, tax, estate planning or accounting services. Client Obligations: Registrant will not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely on the information in its possession. Clients are responsible for promptly notifying Registrant if there is ever any change in their financial situation or investment objectives so that Registrant can review, and if necessary, revise its previous recommendations or services. Disclosure Statement: A copy of Registrant’s written Brochure as set forth on Part 2A of Form ADV shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement. C. The Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. Registrant does not participate in a wrap fee program. E. As of December 31, 2023, Registrant had $176,840,626 in regulatory assets under management (“AUM”) on a discretionary basis, $28,422,000 in assets under management on a non-discretionary basis. The Registrant also provides administrative and operational support through a turnkey asset management platform with platform assets totaling $59,133,671 assets The Registrant also oversees $20,234,875 in assets under advisement (“AUA”), and provides investment consulting services for an additional $1,000,000,000 on behalf of a high net worth individual.