General The Company is a limited liability company formed in Delaware in March 2005. It has been registered under the Investment Advisors Act of 1940, as amended, with the Commission since 2009. We offer investment advisory, sub-advisory and investment management services to businesses and individual clients for compensation. We also offer for separate compensation non-advisory consulting and administrative services to business and individuals. In addition to the name Capital Markets IQ, one or more of our branch offices conducts advisory business under the following brand names:
• Brightsmith Advisors
• Cambridge Capital Wealth Management
• First Security Investment Advisors
• King Harbor Wealth Management
• Kuzma Financial Services
• Noblestone Capital Advisors
• Seagate Global Wealth Management
• The Skyhawk ETF Strategy
• Veracity Advisors The Company’s business model is a multiple branch office model. This means that its management, supervisors, compliance team and investment adviser representatives do not have a central physical location, but rather operate from home offices or local offices across the country. Each investment adviser representative works at a branch office of the Company. A branch office is not an independent division with separate supervisory and oversight structures. We supervise our employees using written policies and procedures, cloud-based technology, custodian alerts, email, telephone calls, online vendors, web meetings and in person meetings. Cloud-based services allow supervisors to periodically monitor the advice provided to clients, allow us to limit system access to client account information and to view records online. In addition, we provide training materials to its advisors. Kenneth N. Wiseman, II, the president of the Company, is responsible for supervising the advisory activity of our IARs on behalf of the Company and ensuring that the portfolio management processes are consistent with our fiduciary obligations to clients. Mr. Wiseman delegates certain of his supervisory responsibilities to other designated supervisors at the Company but in such cases, he remains responsible for the supervision. Ownership The principal owners of the Company are as follows:
• LCM/HPW Trust 61.0%
• Extensor Capital N.A., LLC 39.0% Management The management of the Company is as follows:
• Kenneth N. Wiseman, II President
• Penelope Y. Turnbow Chief Legal Officer and Chief Compliance Officer
• Anita B. Carlino Controller Ms. Turnbow owns Extensor Capital N.A., LLC. Ms. Turnbow is a licensed attorney and has practiced law for more than the past 10 years. She received a Bachelor of Business Administration degree, cum laude, in economics and finance, a Master of Business Administration and a Juris Doctorate from the University of Memphis. Mr. Wiseman is a beneficiary of the LCM/HPW Trust. He is responsible for supervision of the Company’s IARs as discussed above. He has served as an investment adviser and/or registered representative of a broker-dealer for more than the past 10 years. He has passed the following principal/supervisory exams: Series SIE, 7, 57TO, 24, 55, 63 and 65. He holds a Bachelor of Science degree from the University of Texas. During the last 20 years, Ms. Carlino has been employed at Golden Stock Enterprises Inc. and Wilburn Enterprises of Alexandria LLC as an accountant. Currently, Ms. Carlino is an owner of GRITS Entities, LLC which provides accounting and bookkeeping services to small businesses. She received her Bachelor of Business Administration with a minor in Accounting and a Certificate of Paralegal Studies from Louisiana State University at Alexandria. Our Advisory Business We believe each client deserves an adviser that understands the legal definition of fiduciary duty and is willing to answer to this higher standard of care. Our purpose is to advise our clients and advocate on their behalf to the extent we are the appropriate professional adviser, or find and work with the appropriate professional adviser, with respect to the various aspects of their financial lives. We use a comprehensive approach which encompasses the ability to gather relevant information, understand our client’s financial situation and use our intelligence to guide them toward their financial or business goals. As of March 15, 2024, the amount of client assets managed by the Company was approximately: Discretionary $302,312,131 Non-Discretionary* 89,987,493 Total** $392,299,624 *Non-discretionary management means that we provide recommendations to clients and must first receive the client’s permission before placing any trades to buy or sell assets in the client’s account or on the client’s behalf. **Certain assets, such as alternative or private investments are valued quarterly. These amounts are as of December 31, 2023. In our experience, a client is more concerned about how a money decision will help them meet their goals and serve their needs. To answer those questions, we need to understand the client’s personal situation, where they came from and where they want to go. One’s financial life covers many disciplines such as employee benefits, retirement needs, business interests, debt, legal matters, tax consequences, estate planning, to name a few. Some of our retail clients are employees of large corporations that provide multiple retirement plans. Some of our clients are small business owners trying to finance growth and working capital needs or set up new employee retirement plans. Because each client is different and each client needs varying levels of advice about every aspect of their financial situation, we have developed a global network of professionals to assist us and our clients. Our network includes banks, accounting firms, tax professionals, law firms, trust companies, plan administrators, actuaries, insurance providers, investment bankers, private lenders and technology vendors. Our approach is similar to a law firm business model in this respect. In many instances, we are the voice of the client when collaborating with this network of experts. We are the client’s advocate. The Company and its IARs offer advice on various types of investments and investment-related matters including, but not limited to, the following:
• Equity securities – stocks, warrants
• Debt securities – government, agency, corporate, municipal, structured products
• Repurchase and reverse repurchase agreements
• Hybrids – preferred, convertibles
• Investment companies – open-end and closed-end mutual funds, exchange–traded funds, business development companies
• Alternatives – hedge funds, real estate, credit, precious metals, special purpose entities, REITs, 1031 exchanges, opportunity zones
• Options - equity
• Futures – interest rates, currencies, precious metals
• FOREX
• Securitization
• Margin trading
• Securities lending
• Illiquid assets – credit instruments, tangible assets, restricted securities
• Fixed indexed annuities
• Premium financing
• Certain investment aspects of insurance products We advise with respect to exchange-traded, OTC and foreign securities. From time to time, we advise clients with respect to asset-backed loans, private lending, real estate held in special purpose entities, self-directed retirement entities, derivatives and various types of non-financial assets. Unless otherwise agreed with the client, we enter into a written investment management agreement with each advisory client which describes the services to be performed. You, our client, complete a client questionnaire and specify the types of investments we are permitted to make on your behalf. Your investment guideline is designed to help us tailor our advisory services to address your unique needs, risk tolerance and suitability requirements. In your investment guideline, you may impose restrictions on investing in specific securities, types of securities and other investment products. You may also restrict or limit the use of specific trading practices and leverage. Either party may terminate the investment management agreement upon 30 days’ prior written notice to the other party. In such case, our fees will be due pro rata through the termination date, and we are entitled to be reimbursed by you for all out-of-pocket expenses. Our Proprietary Strategies We have developed two proprietary investment strategies which we offer to our clients. Any IAR may use these strategies for a client but is not required to do so. The trades of these strategies and the selections are done by Michael Dickerson (Skyhawk) and Robert Schreiber (DEGP). Skyhawk ETF Strategy Our Skyhawk ETF Strategy ("Skyhawk") is a quantitative, domestic equity only strategy based on the premise that certain reported fundamentals are predictive of future relative performance of the six S&P 1500 style indices. Skyhawk utilizes a quantitatively driven Multi-Cap & Multi-Style approach with the goal of outperforming the S&P 500 while avoiding the risks of individual stock selection and market timing. Certain fundamentals of the companies listed in the S&P 1500 are tracked and aggregated into the six growth and value indices as defined by Standard and Poor's. These indices are replicated in the stock market by the following ETFs:
• iShares S&P 500 Growth ETF (IVW)
• iShares S&P 500 Value ETF (IVE)
• iShares S&P Mid-Cap 400 Growth ETF (IJK)
• iShares S&P Mid-Cap 400 Value ETF (IJJ)
• iShares S&P Small-Cap 600 Growth ETF (IJT)
• iShares S&P Small-Cap 600 Growth ETF (IJS) Monthly data on the holdings of each ETF is obtained through the iShares website. More detailed data on each individual company (e.g., earnings, depreciation, interest payments) is obtained from the S&P Compustat database. Fundamental data is obtained from other

independent databases. Statistics are computed based on underlying financial data (e.g., earnings, interest payments, depreciation) for individual companies and aggregated over several trailing months into statistics for each ETF. The six "style" ETFs are then ranked each calendar quarter. Based on the relative performance of these ETF statistics, a single selection is made. Skyhawk purchases only the top-ranking ETF and maintains that one position for the period. Rebalancing, if any, occurs quarterly into the top-ranking ETF for each subsequent quarter. Skyhawk actively manages passive ETFs and remains as close to 100% invested as practical. For more information concerning Skyhawk, please see Item 8 – “Hypothetical Performance, Skyhawk Model” below. Disciplined Equity Growth Portfolio Our Disciplined Equity Growth Portfoliosm (“DEGP”) is a long only, diversified (target 20 investments) trading strategy executed through internally generated price targets and downside risk mitigation techniques. Each security is monitored regularly with a plan for risk control. Risk control is tightened as a stock nears its target price. The portfolio manager uses an approach that includes three major factors related to stock movement: market covariance; industry cycle analysis; and individual investment factors, including market leadership. These factors are calculated and analyzed across major equity investment types. Investment types include mid to large cap stocks and exchange-traded funds. The portfolio manager considers the following factors during the selection process:
• Economic and industry cycles
• Analyst recommendations
• Earnings per share forecasts
• Sales forecasts A proprietary price target is then generated. Only investments with a potential capital appreciation of greater than 30% are candidates for inclusion. The portfolio manager then monitors analyst’s opinions, and selects those with rising expectations, mostly from companies representing the next phase of the economic cycle. DEGP uses ETFs for exposure to the global markets, and to industries where there is no clear market leadership. Depending on market conditions, DEGP may use dividend paying investments to balance volatility. For more information concerning DEGP, please see Item 8 – “Hypothetical Performance, Disciplined Earnings Growth Portfolio Strategy” below. Alternative and Private Investments Alternative and private investments are selected by the client. We only act as a non-discretionary adviser for these investments. We will assist you with your due diligence investigation of alternative or private investments and assist you with the administrative matters as requested by you, for compensation. You have responsibility for reviewing the terms of the related offering documents and agreements and seeking your own legal and tax advice as needed. Alternative investments may be held directly by you or in your account by a qualified custodian. You make the decision as to how you will hold an alternative investment. If we have access to your alternative investment through a qualified custodian or the issuer portal, we will assist you to monitor for any notices, conversion, exercise of options or other corporate actions. However, you will likely be the primary contact and we may not receive necessary information from the issuer. It is important that you review account statements and other purchase information provided by the issuer to confirm that you have received the payments to which you are entitled. The value of private investments may be difficult to ascertain. Any estimated value reflected on your account statement or in a communication from the issuer or us is for informational purposes only and may be significantly different from the actual fair market value or the liquidation value of investment. We have no responsibility for determining the value of your private investments. Business Consulting Services – non-advisory services We provide consulting services to businesses for separate compensation and subject to a separate engagement letter. When providing business consulting services (non-advisory), we are not acting as an investment advisor to the business consulting client and are not governed by the fiduciary duty created under the Investment Advisors’ Act of 1940, as amended. Our business consulting clients are generally seeking to grow market share, increase their revenue, better manage their costs, or solve any number of financial problems. For example, we assist small businesses looking for affordable banking services, receivables financing, loans and cash deposits. Further, we help our business consulting clients assess whether external financing is an economically viable option. If so, we assist the client to assemble the participants (e.g., investment bankers, trustees, law firms, tax advisors, etc.) necessary and guide them through the process. The place we add value is building the client a financial model of its capital choices and then coordinating and collaborating with the many parties necessary to consummate a successful transaction for our client. We provide consulting services to individuals considering IRC Section 1031 exchanges, for separate compensation and subject to a separate engagement letter. These consulting clients are generally seeking assistance identifying and conducting due diligence on eligible real estate to implement their tax planning. We typically charge a one-time flat fee for these services. Depending on the structure used by the client, we may be engaged separately as an investment adviser with respect to the proceeds of the sale of the assets. In such a case, we would enter into a separate investment management agreement with the client and agree on a separate advisory fee. Sub-Adviser Services to Other Investment Advisors From time to time, CMIQ may provide investment management services to other registered investment advisers (“primary advisers”). The primary adviser is the client contact and CMIQ does not interact with the primary adviser’s client, unless instructed to do so by the primary adviser. The primary adviser is responsible for assessing its client’s financial situation, risk tolerance and investment objectives, among other things, and determining whether the strategy to be executed by CMIQ for such client account meets the client’s needs. The primary adviser may place restrictions on accounts managed by CMIQ, so long as those restrictions do not impair our ability to effectively execute the strategy we have been engaged to execute for the primary adviser. Plan Services CMIQ offers investment management services to small pension and profit-sharing plans for a fee. Pension and profit-sharing plans are generally organized as a trust, investing the assets of plan participants. Plan participants are the individuals enrolled in pension or profit-sharing plans seeking individualized advice independent of their plan’s sponsor. For accounts governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), CMIQ may be a fiduciary to the plan under Section 3(38) of ERISA. In providing its services, the sole standard of care imposed upon us is to act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. As a registered investment adviser, CMIQ qualifies as an investment manager under Section 3(38) of ERISA, and we may be a fiduciary to the plan as defined by ERISA. As a §3(38) investment manager we are authorized by the client to exercise our best judgment in investing, selling and reinvesting securities in the account in our discretion. We do not hold any assets of the plan but rather such assets are held by an independent custodian selected by the client. As investment manager of a plan, it is our duty to create an investment guideline (selection, removal and replacement of the plan’s investment options), select investments, monitor those investments and provide required reporting to the plan sponsor. Self-Directed IRA CMIQ advises certain clients with respect to self-directed IRAs. A self-directed IRA is an individual retirement account (IRA) that allows alternative investments for retirement savings. A client can choose from many types of retirement plans for self-directed IRA investments, which include the traditional IRA, Roth IRA, SEP and SIMPLE IRAs, individual or Solo 401(k), education savings accounts, and health savings plans (HSA). These plans can hold traditional stocks, bonds and mutual funds and virtually an unlimited number of alternative investment types. Self-directed alternative investment options include real estate, mortgages and notes, private placements, precious metals, foreign currency and futures trading, and other assets. International Services For our services to foreign clients and U.S. citizens living abroad, CMIQ has engaged 21st Century Advisors Ltd. and Priority Assets Management Ltd., each located in Israel, as a sub-adviser and consultant. Each sub-advisor and consultant provides specialized asset management services specifically tailored to multinational clients. These families and businesses face complex cross-border financial planning and investment challenges. Specifically, each offers international portfolio construction and monitoring for multinational individuals. Class Action Notices CMIQ does not accept notice of class action lawsuits on your behalf. We do not take any action on your behalf in connection with any class action suits. All decisions regarding participation in any class action are your responsibility, including monitoring and tracking such matters and the associated documentation. CMIQ does not provide legal advice. Financial Planning Brightsmith Advisors, a branch of CMIQ , offers financial planning services for separate fees.