Ashton Thomas Securities, LLC (hereinafter, “Ashton Thomas” or “Company”) has been engaged in investment-related business since 1978. Since 1985, Ashton Thomas has been a registered broker-dealer regulated by the SEC and FINRA. In 2008, Ashton Thomas became registered with the SEC as an investment adviser. Since that time Ashton Thomas has continued to expand its Advisory offerings and has continuously enhanced our ability to meet the standard of care mandated by the 1940 Investment Advisers Act. It is important to understand that Ashton Thomas acts as the Broker Dealer of record for all accounts that leverage our advisory offerings. Ashton Thomas is owned by Explorer Investment Holdings, LLC. As discussed below, Ashton Thomas offers to its clients (individuals, business entities, trusts, estates, and charitable organizations, etc.) investment advisory services on a wrap-fee or non-wrap fee basis, and, to the extent specifically requested by a client, financial planning and related consulting services. AMPLIFY PLATFORM Ashton Thomas investment adviser representatives joining the firm in January 2024 utilize the Amplify Platform, the Amplify Platform provides back-office operational support services such as administrative, trading and reporting services and/or gain access to and select from independent third-party managers available through the Amplify Platform. Upon executing the Platform Agreement, the investment adviser firm or investment professional shall be considered a Platform Member. Platform Members may choose to receive certain back- office services, such as administrative, trading, and reporting services, and/or to select independent third-party managers to manage underlying client assets on a sub-advisory basis. Platform Members may choose to allocate all or a portion of their underlying client’s assets among the different independent investment managers available through the Amplify Platform on a discretionary basis. Platform Members shall have a direct contractual relationship with each of their underlying clients and obtain, through such agreements, the authority to engage Amplify Platform for services rendered through the Platform. Ashton Thomas engages unaffiliated investment advisers to service Platform Members as sub-advisers. Sub-advisers available through the Amplify Platform will perform discretionary investment management services and shall manage, invest and reinvest the Platform Member’s underlying client assets designated by the Platform Member. As such, a selected manager(s) shall be authorized, without prior consultation with the Platform Member or the underlying client, to buy, sell trade or allocate the underlying client’s assets in accordance with the underlying client’s investment objectives and to deliver instructions in furtherance this responsibility to the underlying client’s broker-dealer and or custodian. Platform Members retain responsibility for the underlying client relationship, including the initial and ongoing suitability determination. Platform Members shall also retain the responsibility for implementing client investment recommendations in accordance with the Platform Member’s fiduciary duty to the underlying client. Platform Members are responsible for obtaining and furnishing information pertaining to sub-advisor selection and underlying client account guidelines along with any reasonable account restrictions. Please note: Ashton Thomas’ investment adviser representatives are required to utilize the back- office support services available through the Amplify Platform. Therefore, Ashton Thomas clients may incur fees in addition to the fee associated with the advisory services provided to the client. INVESTMENT ADVISORY SERVICES The client can determine to engage Ashton Thomas to provide discretionary investment advisory services on a wrap or non-wrap fee basis. (See discussion below). If a client determines to engage Ashton Thomas on a wrap fee basis, the client will pay a single fee for bundled services (i.e. investment advisory, brokerage, custody). The services included in a wrap fee agreement will depend upon each client’s particular need. If the client engages Ashton Thomas on a non-wrap fee basis, the client will select individual services on an unbundled basis, paying for each service separately (i.e. investment advisory, trade execution, custody). Discretionary An account that Ashton Thomas, or its portfolio manager, exercises control over the investment account with respect to the asset mix, investment vehicles, quantity, and timing of investment actions. The basis of investment decisions is in the client’s investor/financial profile. The financial profile is derived from client completed questionnaires and personal interviews. The financial profile is a reflection of the client’s current financial picture and may be forward looking. The client’s investment profile and objectives are discussed regularly with each customer and changes are documented. Before granting discretionary authority , clients should thoroughly read this brochure, the brochure of any Independent Manager(s) being recommended, as well as the brochure supplements of the Ashton Thomas personnel being granted discretionary authority, if any. Non-Discretionary An account type that the account owner retains complete investment management responsibility, control and authority. The only non-discretionary advisory offering available to new customers is program FB version 3 (FB3) (See discussion below, in Miscellaneous). Ashton Thomas annual investment advisory fee shall include investment advisory services, and may also include, 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, Ashton Thomas may be contracted to perform the agreed upon consultations for a fee, the dollar amount of which shall be set forth in a separate written agreement with the client (See FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) in the next section). FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) To the extent requested by a client, Ashton Thomas may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone separate fee basis. Ashton Thomas’ planning and consulting fees are negotiable, but generally range from $150 to $1,000 on an hourly rate basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Prior to engaging Ashton Thomas to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with Ashton Thomas 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 Ashton Thomas commencing services. If requested by the client, Ashton Thomas may recommend the services of other professionals for implementation purposes, including certain of Ashton Thomas’ representatives in their individual capacities as registered representatives and/or as licensed insurance agents. (See disclosure in Item 10 C below). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Ashton Thomas. The advisory relationship ends when the planning that has been contracted has occurred and the fee has been paid by the client. In order to continue the relationship and implement any or all of the financial planning recommendations, it is necessary to enter into a continuing investment management agreement. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional and not Ashton Thomas. Clients are also reminded that they have certain rights under state and federal laws and nothing contained above shall be deemed a waiver of those rights. Please Also Note: Each client is advised that it remains the client’s responsibility to promptly notify Ashton Thomas if there is ever any change in client’s financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. NON-WRAP FEE BASIS The client can agree to have Ashton Thomas Securities, LLC provide discretionary and/or non- discretionary investment advisory services on a fee basis. Ashton Thomas Securities, LLC’s annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under Ashton Thomas’ management along with the unbundled separate services (i.e. trade execution and custodial charges). Clients electing a non-wrap fee program are charged an advisory fee expressed as an annual percent of their account value. These fees are billed monthly in advance and include the cost of Advisory services only. Additional billed expenses will include brokerage trading costs, related regulatory transaction fees, paper surcharges for statements and transaction confirmations (paper surcharges can be avoided by electing electronic delivery), and custodial fees for qualified retirement accounts. Potential non-billed additional expenses can result from the internal expenses of mutual funds and related investment types. Determining which program category and program type is most appropriate for your needs is best accomplished by analyzing your client profile information with your Ashton Thomas representative. Providing complete and accurate client profile information is essential to this process. Clients should take care to see that they have provided Ashton Thomas all requested information, and that Ashton Thomas is promptly made aware of material changes to the data as they arise. ASHTON THOMAS WRAP PROGRAM Ashton Thomas provides investment management services on a wrap fee basis in accordance with Ashton Thomas’ investment management wrap fee program (the “Program”). The services offered under, and the corresponding terms and conditions pertaining to, the Program are discussed in the Wrap Fee Program Brochure a copy of which is presented to all prospective Program participants. Under the Program, Ashton Thomas is able to offer participants discretionary investment management services, for a specified annual Program fee, inclusive of trade execution, custody and reporting fees. All prospective Program participants should read both Ashton Thomas’ Brochure and the Wrap Fee Program Brochure, and ask any corresponding questions that they may have, prior to participation in the Program. Clients electing a wrap fee program are charged an advisory fee expressed as an annual percentage of their account value. These fees are billed monthly in advance and include the cost of asset manager fees, advisory services, trading costs, and performance reporting. In addition to the billed monthly advisory fee, wrap accounts may encounter additional non-billed expenses resulting from the internal mutual fund, ETF, and investment product expenses. All account types are subject to transaction confirmation and statement paper surcharges. These fees can be avoided by electing electronic delivery of these items. Sell transactions are subject to section 31 transaction fees. See https://www.sec.gov/fast-answers/answerssec31htm.html for more information on these fees. Section 31 fees will appear on the transaction confirmation as a transaction fee. Other customer elected activities may result in additional charges. You should make inquiry around the cost of elective activities such as overnight delivery of checks or documents, electronic funds transfers to other financial institutions, check writing related costs, and other activities not related to the investment advisory services. Each of our wrap fee program offerings are more fully described in a separate brochure. Ashton Thomas' annual investment advisory fee shall 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 Ashton Thomas), Ashton Thomas 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. Please Note: As indicated in the Wrap Fee Program Brochure, participation in the Program may cost more or less than purchasing such services separately. As also indicated in the Wrap Fee Program Brochure, the Program fee charged by Ashton Thomas for participation in the Program may be higher or lower than those charged by other sponsors of comparable wrap fee programs. Because Program transaction fees and/or commissions are being paid by Ashton Thomas to the account broker-dealer and or custodian, Ashton Thomas could have an economic incentive to minimize the number of trades in the client's account. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the corresponding conflict of interest a wrap fee arrangement may create. Please Note: Ashton Thomas may determine to utilize Independent Manager(s) in conjunction with its Wrap Fee Program. The fees for such managers and their services are in addition to the fees described below, however, the total advisory fee for an account utilizing these managers shall not exceed 2.99% per annum. RETIREMENT PLAN SERVICES Ashton Thomas provides investment advisory and retirement plan consulting services to employer- sponsored qualified retirement savings plans (“Retirement Plans”), their sponsors (“Plan Sponsors”) and participants (“Participants”). Ashton Thomas offers consulting and advisory services for Retirement Plans that are designed to assist Plan Sponsors in meeting their fiduciary obligations (“Retirement Plan Services”). Ashton Thomas provides ERISA investment fiduciary services and when providing ERISA investment fiduciary services, Ashton Thomas will perform those services to the plan as a fiduciary under ERISA Sections 3(21)(A)(ii) or 3(38)(B)(i) and will act in good faith and with the degree of diligence, care and skill that a prudent person rendering similar service would exercise under similar circumstances. Ashton Thomas offers the following Fiduciary Retirement Plan Services: Ashton Thomas creates, in consultation with the Plan Sponsor, an Investment Policy Statement (“IPS”) that establishes the investment policies and objectives for the Plan, and that sets forth the asset classes and investment categories to be offered under the Plan, as well as the criteria and standards for selecting and monitoring the investments. On a quarterly basis, we apply the retention protocols in reviewing the performance of plan assets relative to peers and benchmark indices, recommending changes as needed. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are 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. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. MISCELLANEOUS Ashton Thomas currently sponsors three programs:
• FB Advisory
• FB1 - Discretionary Wrap
• FB2 - Discretionary Non-Wrap
• FB3 - Non-Discretionary Non-Wrap
• Managed ETF (“METF”) Portfolios
• Discretionary Wrap
• Morningstar Managed Portfolios (“MMP”)
• Discretionary Wrap The FB Advisory Program is offered in three variations referred to as FB1, FB2, and FB3. Program versions 1 & 2 are discretionary offerings and version 3 is a non-discretionary offering. Program version 1 is a wrap program while versions 2 & 3 are non-wrap program offerings. The Managed ETF Portfolios are a fully discretionary wrap program that leverages publicly available research provided by third parties in the creation and management of the program portfolios. Ashton Thomas allocates client assets to the selected program. The Morningstar Managed Portfolios are a discretionary wrap program that is sub-advised by Morningstar Investment Management. Ashton Thomas pays Morningstar a licensing fee and Morningstar in turn provides Ashton Thomas the portfolio composition for each model. Ashton Thomas allocates client assets based on information provided by Morningstar for each model. Non-Investment Consulting/Implementation Services. If requested by the client, Ashton Thomas may provide consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. Neither Ashton Thomas, nor any of its representatives, serves as an attorney or accountant and no portion of Ashton Thomas’ services should be construed as same. To the extent requested by a client, Ashton Thomas may recommend the services of other professionals for certain non-investment implementation purposes (i.e. attorneys, accountants, insurance, etc.), including representatives of Ashton Thomas in their separate registered/licensed capacities as discussed. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Ashton Thomas. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. Please Also Note: Each client is advised that it remains the client’s responsibility to promptly notify Ashton Thomas if there is ever any change in client’s financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. Fee Differentials. As indicated in Item 5 below, Ashton Thomas shall price its services based upon various objective and subjective

factors. As a result, Ashton Thomas’ clients could pay diverse fees based upon the market value of their assets, the complexity of the engagement, geographic differences, and the level and scope of the overall financial planning and/or consulting services to be rendered. The services to be provided by Ashton Thomas to any particular client could be available from other advisers at lower fees. All clients and prospective clients should be guided accordingly. Sub-Account Management Services. Ashton Thomas may be engaged to manage your variable annuity or variable life contract by selecting, monitoring and exchanging, as appropriate, sub- accounts available from the insurance company issuing the variable annuity or variable life contract. Please Note: Ashton Thomas’s ability to select or modify your variable annuity or variable life contract shall be limited by the selections made available by the insurance company that issued your variable annuity or variable life contract. Please Also Note. You will be responsible for notifying your investment adviser representative of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however, your investment adviser representative will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. In the event that your investment adviser representative sold you the variable annuity and/or variable life contract in his separate capacity as a registered representative of a broker- dealer, and your investment adviser representative received commission and/or trail compensation for this transaction, Ashton Thomas will not charge a fee to manage these assets. This sales compensation is separate from and in addition to any investment advisory fee charged by Ashton Thomas. CONFLICTS OF INTEREST If requested, the client can engage certain of Ashton Thomas’ representatives, in their individual capacities as broker-dealer registered representatives to implement investments on a commission basis in alternative investments. To address these material conflicts of interest: 1. Ashton Thomas does not recommend that clients allocate investment assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 2. Ashton Thomas does not have, nor will it exercise, any discretionary authority to place any client assets in any alternative investments in which Ashton Thomas and/or its related persons also have a financial interest; 3. Ashton Thomas reminds its clients in Form ADV where appropriate, and before they consider allocating investment assets that they are under absolutely no obligation to consider or make an investment in alternative investments; 4. Before a client allocates investment assets in any alternative investment in which Ashton Thomas and/or its related persons also have a financial interest, clients are required to sign an alternative investment acknowledgment form, which identifies the particular alternative investment and/or alternative investment company at issue and the conflicts associated with the sale of that particular investment; and 5. Ashton Thomas’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above material conflicts of interest. Please Note: The above 1-5 apply to Ashton Thomas in its capacity as a registered investment adviser. It does not exclude its representatives from offering such alternative investments in their separate individual capacities as registered representatives. Regardless, such offer presents a material conflict of interest. Please Note: Alternative investments 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 alternative investment’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may maintain, alternative 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 alternative investment, and acknowledges and accepts the various risk factors that are associated with such an investment. Please Also Note: Valuation. The value(s) for all alternative investments owned by the client shall reflect the most recent valuation provided by the investment sponsor or custodian. If no subsequent valuation post purchase is provided by the investment sponsor or custodian, then the valuation shall reflect initial purchase price. If the valuation reflects the initial purchase price (and/or a value as of a previous date), then the current value(s) (to the extent ascertainable) could be significantly more or less than original purchase price. If, in the rare instance that Ashton Thomas believes that it should undertake an analysis of the value provided, Ashton Thomas will base such analysis on its knowledge of the security and current market conditions, and, to the extent available/applicable, compare the value to similarly situated publicly traded companies. If Ashton Thomas receives information it deems material to the value of the alternative investment, it shall take reasonable measures to confirm such information with the investment sponsor and contact the client to communicate such information. Variable Product Model Design and Maintenance: Ashton Thomas Investment Advisor representatives may, upon request and in exchange for an Advisory Fee, provide investment “model” portfolio design and maintenance services to independent insurance professionals whose clients hold variable life and annuity products. In providing this service, the universe of available variable sub-accounts within the selected Variable product will be evaluated to select the best available sub-account in most of the Morningstar Categories offered. Once each Category’s sub-accounts are identified as the best available among the options, the Advisor will construct four strategically allocated “model” portfolios along a risk spectrum (“Conservative”, “Moderate”, “Moderately-Aggressive”, and “Aggressive”) using these sub-accounts, with increasing levels of equity exposure as the models’ “risk” is increased. Once constructed, the Advisor will deliver cover sheets identifying each model’s objective, its allocation by percentage allocation and sub-account, and a Morningstar Snapshot Report on the portfolio in the aggregate. On a quarterly basis, the Advisor will update the Morningstar Snapshot Report with more recent investment performance data. The Advisor will also provide the insurance professional with a Risk Profile Questionnaire for their use with their retail clients. It’s understood that the Advisory service is provided to the independent insurance professional, and not to the end investor. The ATPW Advisory Associate bears no responsibility for the models’ usage with any end investor, nor do they attest to the suitability of any model for any particular individual end investor. IRA Rollover Considerations As an investment advisor we are and have acted as a fiduciary in our relationships with our clients. We follow the fiduciary standard required by the provisions of the Investment Advisor’s Act of 1940. A recommendation to take a distribution from a plan or to transfer (or withdraw from) an IRA are fiduciary acts. As such, the recommendation must be prudent and in the best interest of the participant or IRA owner. Providing education regarding distribution options is an important consideration for selecting among those options. The following is a discussion of those options and consideration. As part of our investment advisory services to you, we may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset-based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because persons providing investment advice on our behalf have an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of: An employee will typically have four options: 1. Leaving the funds in your employer's (former employer's) plan. 2. Moving the funds to a new employer’s retirement plan. 3. Cashing out and taking a taxable distribution from the plan. 4. Rolling the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage here are a few points to consider before you do so:
• Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments.
• Employer retirement plans generally have a more limited investment menu than IRAs.
• Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds.
• Your current plan may have lower fees than our fees.
• If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA.
• You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services.
• Our strategy may have higher risk than the option(s) provided to you in your plan.
• Your current plan may also offer financial advice.
• If you keep your assets titled in a 401k or retirement account, you could potentially delay your required minimum distribution beyond age 70.5.
• Your 401k may offer more liability protection than a rollover IRA; each state may vary. o Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. o You may be able to take out a loan on your 401k, but not from an IRA. o IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home. o If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. o Your plan may allow you to hire us as the manager and keep the assets titled in the plan name. It is important that you understand the differences between these types of accounts and to decide whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment adviser representative, or call our main number as listed on the cover page of this Disclosure Brochure. Use of Mutual Funds: Most mutual funds are available directly to the public. Thus, a prospective client can obtain many of the mutual funds that may be recommended and/or utilized by Ashton Thomas independent of engaging Ashton Thomas as an investment advisor. However, if a prospective client determines to do so, he/she will not receive Ashton Thomas’ initial and ongoing investment advisory services. Bitcoin, Cryptocurrency, and Digital Assets: For clients who want exposure to cryptocurrencies, including Bitcoin, Ashton Thomas 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. Independent Managers. Ashton Thomas may allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager[s] shall have day-to-day responsibility for the active discretionary management of the allocated assets. Ashton Thomas shall continue to render investment advisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which Ashton Thomas shall consider in recommending Independent Manager[s] include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. Certain Independent Manager[s] may offer their services as a Unified Managed Account (UMA) platform or as a Separately Managed Account (SMA) platform, or both. Within an UMA platform environment, the Independent Manager makes available a menu of investment models and strategies maintained by Third-Party Money Managers (TPMMs). The TPMMs maintain model portfolios and provide allocation and trade instructions/signals to the Independent Manager of the UMA platform. The Independent Manager then implements the allocation or trade instruction/signal within the client’s UMA platform accounts for those clients subscribed to such TPMM’s model portfolios. At no time does a TPMM on the UMA platform have any advisory relationship with the client or have control or discretion of client assets. Trade discretion lies with the Independent Manager, whose authority is derived from the advisory agreement in place between the client and Ashton Thomas. In addition, the Independent Manager has the authority to substitute any security recommended by TPMM for a security which the Independent Manager has determined is more suitable for the model and/or the individual client account. Within an SMA platform environment, the Independent Manager makes available a menu of Portfolio Managers offered through separate accounts and managed by the Portfolio Manager. Portfolio Managers do have authority and discretion of the assets in the separately managed accounts and effect trades in such accounts in accordance with the intended objectives of their stated investment strategy. Trade discretion lies with the Portfolio Manager, whose authority is derived from the advisory agreement in place between the client and Ashton Thomas. The Independent Manager[s] may offer a platform which includes both UMA and SMA services. Independent Manager[s] may provide other back-office and administrative services for Ashton Thomas. Independent Manager[s] firm disclosure brochure will be made available to you, at no charge, upon request. You may opt for Ashton Thomas to receive any Independent Manager[s] firm disclosure brochure on your behalf, if you so choose. Client Obligations. In performing its services, Ashton Thomas shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify Ashton Thomas if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Ashton Thomas’ previous recommendations and/or services. A. Ashton Thomas 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, Ashton Thomas 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 Ashton Thomas’ services. B. As stated above, if the client determines to engage Ashton Thomas on a non-wrap fee basis the client will select individual services on an unbundled basis, paying for each service separately (i.e., investment advisory, trade execution, custody). If a client determines to engage Ashton Thomas on a wrap fee basis the client will pay a single fee for bundled services (i.e., investment advisory, brokerage, custody) (See Item 4.B). The services included in a wrap fee agreement will depend upon each client’s particular need. Please Note: When managing a client’s account on a wrap fee basis, Ashton Thomas, after its payment of all other costs included in the wrap fee (transaction fees, custodial charges, etc.), shall retain the balance of the wrap fee as compensation for its services. Accordingly, Ashton Thomas has a conflict of interest because it has an economic incentive to minimize the number of transactions/total costs in the client's account in order to maximize its compensation. As of December 31, 2023, Ashton Thomas had $291,296,666 in assets under management on a discretionary basis and $117,783,864 in assets under management on a non-discretionary basis.