A. Chicago Wealth Management, Inc. (hereafter referred to as “CWM” or “firm”) is an SEC registered investment management firm which has been operating since November of 2002. The firm is a corporation organized under the laws of Illinois. The ownership structure of the firm is as follows: - Jeffrey G. Cribbs –2% ownership - Nicholas J. Thompson – 73.5% ownership - Whitney Ribbens – 24.5% ownership B. Investment Management & Financial Planning CWM provides investment management and financial planning services primarily to high net worth and high income individuals, non-profits, and institutions. We offer investment advice for a fee based on a percentage of assets undermanagement (generally varying from 0.60% to 1.25%), or occasionally, for a fixed fee. We use a tactical investment strategy to help inform allocation decisions, with a primary focus on seeking to maximize absolute long-term return while minimizing large portfolio losses consistent with the client’s designated investment objective. CWM primarily provides advice on the following: exchange listed equity securities, exchange traded funds, mutual funds, corporate debt, CD’s, municipal securities, no-load variable life and annuity policies, section 529 savings plans, US government securities, and securities options contracts. Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by CWM) will be profitable or equal any specific performance level(s). INVESTMENT ADVISORY SERVICES As noted above, the client can engage CWM to provide discretionary and/or non/discretionary investment advisory and implementation services on a fee basis, 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 CWM), CWM 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.. Before engaging CWM to provide those services, clients are required to enter into an Investment Advisory Agreement with CWM 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. Before providing investment advisory services, an investment adviser representative will ascertain each client’s investment objectives. Thereafter, CWM will allocate and/or recommend that the client allocate investment assets consistent with the designated investment objectives. Once allocated, CWM provides ongoing monitoring and review of account performance, asset allocation and client investment objectives, and may rebalance and/or may recommend that clients rebalance accounts as necessary based on such review. Please Note: CWM believes that it is important for the client to address financial planning issues on an ongoing basis. CWM’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with CWM. CWM offers to provide advice on the following: 1. Investment Planning 2. Retirement Planning 3. College Education Planning 4. Distribution Planning 5. Spending Policy and Planning We address the following planning issues, referring to appropriate professionals as needed: 1. Income Tax 2. Fringe Benefit/Employee Benefit Planning 3. Insurance Planning 4. Estate Planning 5. Charitable Gift Planning All CWM client accounts are maintained at a primary custodian. We typically use the services of Charles Schwab & Co, Inc. (“Schwab”). There are some situations where using these custodians is not possible or most advantageous for the client, resulting in CWM also maintaining accounts at the following custodians: Ameritas, American Funds – College America, Bright Directions College Saving, TD Ameritrade, MG Direct, and TIAA- Cref. All custodians listed above are hereafter referred to as “Qualified Custodians”. Qualified Retirement Plan Consulting and Investment Management CWM provides consulting and investment management for a variety of small business qualified retirement plans. These include 401(k), profit sharing, defined benefit, and cash balance plans. Following an initial consultation and an advisory agreement between the plan’s trustee and CWM, CWM serves as the investment manager for the plan’s assets. CWM takes on the role of a 3(38) investment manager as defined by ERISA, assuming all fiduciary responsibilities due to the investment discretion granted in this capacity. CWM’s ability to serve qualified retirement plan clients is typically achieved through providing service in accordance with the following separate parties: - Third Party Administrator – plan design consultation and management of all plan documents, administration, tax reporting, compliance filings, and applicable plan discrimination testing. CWM chooses administrators based on cost and needs of the plan, which depending on plan size and design makes some administrators more attractive for certain plans than others. CWM provides service in accordance with the Karel-Gordon & Associates, Ubiquity Retirement Savings., Charles Schwab, Fidelity, and other selected independent TPA’s (Third Party Administrators) to serve as administrators for its qualified retirement plan clients. - Record Keeper – The record keeping firm is responsible for providing and maintaining a secure website for access by plan sponsors, advisors, and plan participants. The website will provide the ability to run various reports pertaining to plan balances, allocations, transactions, fees, etc. The record keeper provides service in accordance with the Qualified Custodian to provide CWM with a platform to choose and monitor investments for a plan’s fund list and managed allocation portfolios. - Qualified Custodian –CWM primarily recommends that the plan engage Matrix Trust Company as the qualified custodian. However, the plan retains the ability to choose other custodians. While the administrator and record keeper maintains the records and reporting, the actual assets are held at one of these custodians. Hereafter, all of these are included in the definition of “Qualified Custodians” described earlier in Item 4.B.Qualified Custodians are chosen based on the best available pricing and service for clients, preference of administrators and flexibility offered in investment choices. CWM directs the Qualified Custodian to deduct investment management fees from plan assets according to the fee schedule in Item 5. CWM chooses a fund list and builds model portfolios for investment by plan participants. These include a Growth, Moderate, and Conservative allocation portfolio, as well as a more actively managed CWM Portfolio which more closely follows CWM’s tactical allocation investment research. More detail about CWM’s investment strategy is provided in Item 8. CWM only has the ability to choose funds to include on the list or in the individual model portfolios on a plan level, and does not maintain discretion to direct which investments individuals hold in their accounts unless that individual has a separate Advisory Agreement with CWM. Participants have the option to invest their account in any of the model portfolios, choose their own investment allocation from the fund list, or leave all contributions in a money market account. CWM monitors both the individual funds included on the fund list as well as the managed portfolios on a regular periodic basis, and documents and reports when changes are made. In the event that the client owns a variable annuity product, the client can engage CWM to provide investment management services relative to the investment subdivisions that comprise the variable annuity product. CWM’s investment selection shall be limited to those provided by the variable annuity sponsor. If so engaged, CWM shall charge an ongoing advisory fee based upon the market value of the assets per its fee schedule at Item 5 below. Please Note: Neither CWM, nor any of its employees, offers to sell variable annuity products to its clients. Neither CWM, nor any of its employees, are registered as, or associated with, a broker-dealer or an insurance agency. In the event that the client owns a variable annuity product and/or seeks to purchase a variable annuity product, CWM shall refer the client to an unaffiliated broker- dealer/insurance agency to advise on same, and if agreed upon by the client, engage the unaffiliated broker- dealer/insurance agency to exchange a current, or purchase a new, variable annuity product. Neither CWM, nor any of its employees, shall receive any portion of the fees earned by the unaffiliated broker- dealer/insurance agency. CWM’s only compensation shall be limited to the management of the investment subdivisions that comprise the variable annuity product, should the client engage CWM to do so. The client is under no obligation to engage CWM to provide such management services, nor is the client under any obligation to consider addressing variable annuity issues with the unaffiliated broker-dealer/insurance agency that may be recommended by CWM. Please Also Note: Because CWM could earn an advisory fee on the variable annuity assets, a potential conflict of interest arises in the event that CWM recommends that the client should address variable annuity issues with the unaffiliated broker-dealer/insurance agency. Please Further Note: Variable annuities are long-term investment products. Variable annuity product sponsors generally impose financial penalties for early withdrawals as set forth in the variable annuity documents. Thus, the client must consider such potential penalties prior to agreeing to exchange or purchase a variable annuity product. Miscellaneous Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by the client, CWM will generally provide financial planning and related consulting services regarding non- investment related matters, such as tax and estate planning, insurance, etc. CWM will generally provide such consulting services inclusive of its advisory fee set forth at Item 5 below (exceptions could and do occur based upon assets under management, special projects, stand-alone planning engagements, etc. for which Firm can charge a separate or additional fee-see below). Please Note. CWM believes that it is important for the client to address financial planning issues on an ongoing basis. CWM’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with CWM. Please Also Note: CWM does not serve as an attorney, accountant, or insurance agent, and no portion of our services should be construed as same. Accordingly, CWM does not prepare legal documents, prepare tax returns, or sell insurance products. To the extent requested by a client, we may recommend the services of other professionals for non-investment implementation purpose (i.e. attorneys, accountants, insurance, etc.). The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from CWM and/or its representatives. If the client engages any professional (i.e. attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional[s] (i.e. attorney, accountant, insurance agent, etc.), and not CWM, shall be responsible for the quality and competency of the services provided. Financial Planning and Non-Investment Consulting/Implementation Services (Stand-Alone). To the extent requested and engaged by the client to do so, CWM can provide financial planning and related consulting services regarding non-investment related matters, such as tax and estate planning, insurance, etc. on a stand-alone basis per the terms and conditions of a separate agreement and a separate disclosed fee, which fee shall be based upon the individual providing the service and the scope of the services to be provided. Prior to engaging CWM to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with CWM setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to CWM commencing services. Retirement Rollovers-Potential for 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 CWM recommends that a client roll over their retirement plan assets into an account to be managed by CWM, such a recommendation creates a conflict of interest if CWM will earn an advisory fee on the rolled over assets. CWM will earn new (or increase its current) compensation as a result of the rollover. If CWM 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), CWM 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 CWM, whether it is from an employer’s plan or an existing IRA. CWM’s Chief Compliance Officer, Nicholas J. Thompson, remains 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. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using:
• Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and,
• Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral; These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e. custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, CWM does not recommend such borrowing unless it is for specific short- term purposes (i.e. a bridge loan to purchase a new residence). CWM does not recommend such borrowing for investment purposes (i.e. to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to CWM:
• by taking the loan rather than liquidating assets in the client’s account, CWM continues to earn a fee on such Account assets; and,
• if the client invests any portion of the loan proceeds in an account to be managed by CWM, CWM will receive an advisory fee on the invested amount; and,
• if CWM’s advisory fee is based upon the higher margined account value, CWM will earn a correspondingly higher advisory fee. This could provide CWM with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loans. Custodian

Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker- dealer/custodian for client accounts, CWM generally recommends that Schwab serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab 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 Schwab, do not currently charge fees on individual equity transactions, others do). The above fees/charges are in addition to CWM’s investment advisory fee at Item 5 below. CWM does not receive any portion of these fees/charges. ANY QUESTIONS: CWM’s Chief Compliance Officer, Nicholas J. Thompson, remains available to address any questions that a client or prospective client may have regarding the above. Please Note: Socially Responsible Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance considerations into the investment due diligence process (“ESG”). There are potential limitations associated with allocating a portion of an investment portfolio in ESG securities (i.e., securities that have a mandate to avoid, when possible, investments in such products as alcohol, tobacco, firearms, oil drilling, gambling, etc.). The number of these securities may be limited when compared to those that do not maintain such a mandate. ESG securities could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are few when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by CWM), there can be no assurance that investment in ESG securities or funds will be profitable, or prove successful. CWM does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. If implemented, CWM shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s, or portfolio’s, underlying company securities meet a socially responsible mandate. Trustee Directed Plans. CWM can be engaged to provide discretionary investment advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, CWM will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). CWM will generally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. Participant Directed Retirement Plans. CWM can also provide investment advisory and consulting services to participant directed retirement plans per the terms and conditions of a Retirement Plan Services Agreement between CWM and the plan. For such engagements, CWM shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by CWM), and, to the extent engaged to do so, may also provide corresponding education to assist the participants with their decision making process. Client Retirement Plan Assets. If requested to do so, CWM shall provide investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, CWM shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the 401(k) platform. CWM’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. CWM will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify CWM of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by CWM to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of CWM calculating its advisory fee. 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, CWM 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 CWM 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. Please Note: The above does not apply to the cash component maintained within a Firm 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. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any CWM unmanaged accounts. Cybersecurity Risk. The information technology systems and networks that CWM and its third-party service providers use to provide services to CWM’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in CWM’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and CWM 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 processes. Although CWM has established its systems to reduce the risk of cybersecurity incidents. There is no guarantee that these efforts will always be successful, especially considering that CWM 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. Portfolio Activity. CWM has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, CWM 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, market conditions, 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 CWM determines that changes to a client’s portfolio are neither necessary nor prudent. Of course, as indicated below, there can be no assurance that investment decisions made by CWM will be profitable or equal any specific performance level(s). Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, CWM generally recommends that Charles Schwab and Co., Inc. (“Schwab”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab 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 Schwab, generally (with the potential exception for large orders) do not currently charge fees on individual equity transactions (including ETFs), others do. Please Note: there can be no assurance that Schwab a will not change its transaction fee pricing in the future. Please Also Note: Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. Tradeaways. When beneficial to the client, individual fixed‐income and/or equity transactions may be effected through broker‐dealers with whom CWM and/or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker‐dealers (in which event, the client generally will incur both the transaction fee charged by the executing broker‐dealer and a “trade-away” fee charged by Schwab. The above fees/charges are in addition to CWM’s investment advisory fee at Item 5 below. CWM does not receive any portion of these fees/charges Use of Pontera Platform. CWM uses the Pontera platform made available by Pontera Inc. (“Pontera”), a third party online platform, to assist with management of clients’ “held away” accounts, including 401(k)s, 403(b)s, and annuities, and as an order management system for such accounts. To facilitate use of the Pontera platform, the client securely logs into the Pontera site and entitles CWM to manage the assets. Those clients who choose to engage CWM to service their held away accounts will be provided a link to connect their outside accounts to the platform. Once the client’s account(s) is connected to the platform, CWM will review the client’s current account allocations. CWM will rebalance the connected outside accounts consistent with the client’s investment goals and risk tolerance. Client account(s) will be reviewed at least quarterly. The specific fee schedule charged by CWM for account management of held away assets is established in the client’s written agreement with the Firm CWM an annual fee based upon the percentage of assets managed through the held away accounts. Clients do not pay any additional fee to Pontera or to CWM in connection with platform participation. Please Note: Cash Positions. CWM continues to treat cash as an asset class. As such, unless determined to the contrary by CWM, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating CWM’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), CWM 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, CWM’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: CWM’s Chief Compliance Officer, Nicholas J. Thompson, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. Please Note-Use of Mutual and Exchange Traded Funds: Most mutual funds and exchange traded funds are available directly to the public. Thus, a prospective client can obtain many of the funds that may be utilized by CWM independent of engaging CWM as an investment advisor. However, if a prospective client determines to do so, he/she will not receive CWM’s initial and ongoing investment advisory services. Please Note: In addition to CWM’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). ByAllAccounts/Tamarac/Yodlee. In conjunction with the services provided by ByAllAccounts, Inc., Tamarac and Yodlee, CWM may also provide periodic comprehensive reporting services, which can incorporate all of the client’s investment assets including those investment assets that are not part of the assets managed by CWM (the “Excluded Assets”). CWM’s service relative to the Excluded Assets is limited to reporting services only, which does not include investment implementation. Because CWM does not have trading authority for the Excluded Assets, to the extent applicable to the nature of the Excluded Assets (assets over which the client maintains trading authority vs. trading authority designated to another investment professional), the client (and/or the other investment professional), and not CWM, shall be exclusively responsible for directly implementing any recommendations relative to the Excluded Assets. The client and/or their other advisors that maintain trading authority, and not CWM, shall be exclusively responsible for the investment performance of the Excluded Assets. Without limiting the above, CWM shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. In the event the client desires that CWM provide investment management services with respect to the Excluded Assets, the client may engage CWM to do so pursuant to the terms and conditions of the Investment Advisory Agreement between CWM and the client. Client Obligations. In performing its services, CWM shall not be required to verify any information received from the client or from the client’s other designated professionals, and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify CWM if there is ever any change in their financial situation or investment objectives for the purpose of reviewing/evaluating/revising CWM’s previous recommendations and/or services. Disclosure Brochure. A copy of CWM’s written disclosure brochure as set forth on Part 2 of Form ADV, along with our Form CRS (Relationship Summary), shall be provided to each client prior to, or contemporaneously with, the execution of the client engagement of CWM. C. A CWM advisor has an initial consultation meeting with any prospective client before entering into an advisory agreement. There is no charge for this meeting. During this consultation, CWM gathers data from the client regarding current financial situation, spending and saving goals, tax information, insurance coverage, and estate planning issues. The client and CWM will decide on engaging in an agreement for comprehensive financial planning or a more limited engagement including investment management. In the case of retirement plan consultation, key issues to be examined are the type of plan and design, current contributions, non-discrimination issues, and plan fees. This information is reviewed by CWM and impacts recommendations made to the client. D. CWM does not participate in wrap fee programs for any of its clients. E. As of December 31, 2023, CWM had approximately $259,642,553 in assets under management on a discretionary basis.