CWM is a registered investment advisor based in Omaha, Nebraska. The firm was formed in November
2010 as a Limited Liability Company (LLC) under the laws of the State of Nebraska. CWM has established a
network of partner offices that will provide advisory services under local “doing business as” names. A
complete list of approved doing business as names came be found by searching for CWM, LLC, CRD#
155344 on the Internet a
t www.adviserinfo.sec.gov.
The investment advisory services of CWM are provided to you through an appropriately licensed and
qualified individual who is an investment adviser representative of CWM (referred to as your investment
adviser representative throughout this brochure). Your investment adviser representative may either be
an employee of CWM or an independent contractor.
Investment adviser representatives are free, within the parameters set by CWM (as disclosed in
Item 5 –
Fees and Compensation), to negotiate the asset management, financial planning, and service fees charged
to clients for the services provided and/or to waive, at the advisor’s expense, clients’ operational and
custodian fees. It is possible that different investment advisor representatives may charge different fees
for providing the same service to clients. The specific level of services you will receive, and the fees you will
be charged, by CWM will be specified in your advisory services agreement.
As used in the brochure, the words, “we,” “our,” and “us” refer to CWM and the words “you,” “your,” and
“client” refer to you as either a client or prospective client of our firm. In addition, you will see the term
Supervised Person throughout this brochure. As used in this brochure, our Supervised Persons are our
firm’s officers, employees and all individuals providing investment advice on behalf of our firm.
Principal Owners
CWM, LLC is an affiliate of Carson Group Holdings, LLC. Carson Group Holdings, LLC. is the 100% owner of
CWM, LLC. The majority shareholder of Carson Group Holdings, LLC. is Ronald L. Carson.
Primary Advisory Services
Our focus is to manage investment portfolios for individual clients, high net-worth families, foundations,
endowments, and institutional investors. We also provide personal financial planning and investment
advice. Our investment plans are designed to work with our clients’ financial goals, objectives, and risk
tolerances.
Asset Management Services
We provide investment management services with personalized strategy recommendations based on your
unique needs and objectives.
We sponsor managed asset programs that are offered on a wrap fee or non-wrap fee basis through our
Carson Managed Account Program using accounts established with Fidelity Institutional Wealth Services,
Charles Schwab and Co, Inc., and other qualified custodians as approved by CWM, LLC as the account
custodian. Through our managed account programs, we provide investment management services,
including providing continuous investment advice to and making investments for you based on your
individual needs. Through these services, we offer a customized and individualized investment program.
During your initial meeting with your advisor, you are asked to complete a Confidential Client Profile to
help us understand your risk tolerance and long-term financial goals. A specific asset allocation strategy
and suitability profile is crafted to focus on your specific goals and objectives. The Confidential Client
Profile defines your risk tolerance and investment objectives. Your information should be updated
regularly, but at a minimum every 2 years.
You must appoint our firm as your investment advisor of record on specified accounts (collectively, the
“Account”). The Account consists only of separate account(s) held by qualified custodian(s) under your
name. The qualified custodians maintain physical custody of all funds and securities of the Account, and
you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise proxy voting and
receive transaction confirmations) of the Account.
Our asset management services are provided on a discretionary basis. With discretionary authority, we
make all decisions to buy, sell or hold securities, cash, or other investments in the managed account in our
sole discretion without consulting with you before implementing any transactions. You must provide us
with written authorization to exercise this discretionary authority. Discretionary authority is limited. We
do not have access to your funds and/or securities except for having advisory fees deducted from your
account and paid to us by the account custodian. Any fee deduction is done pursuant to your prior written
authorization provided to the account custodian. You can place reasonable restrictions on the types of
investments that will be purchased in an account. You are also allowed to place reasonable limitations on
the discretionary power granted to us so long as the limitations are specifically set forth or included as an
attachment to the client agreement. However, the firm retains the right to decline to enter into a
management agreement with any client whose investment restrictions are contrary to the firm’s
investment strategies.
(Please see Item 16, Investment Discretion for additional information concerning
discretionary authority.)
We perform advisory services for other clients as well. Depending on each client’s individual
circumstances, the advice given, advisory fees or service fees charged, or actions taken for individual
clients may differ from client to client. In addition, we may, but are not obligated to, purchase, sell or
recommend for purchase or sale any security which we may purchase or sell for our own accounts or for
the account of any other client.
Before we assess any fees or provide formal advice, we will provide you with an Investment Advisory
Agreement (“Agreement”) for your review, understanding and signature. The Agreement includes
the terms and conditions under which your assets will be managed. Your execution of the Agreement
authorizes our firm to determine the specific securities, and the amount of securities to be purchased or
sold for your account without your approval prior to each transaction. The Agreement will remain in effect
between you and us until terminated by either party in writing according to the terms contained in the
Agreement. In the event a conflict exists between the Agreement and our Form ADV, the Form ADV shall
prevail.
The Agreement will include schedules of the investment accounts you wish us to manage, the specific
advisory fees we propose to charge and how we propose to bill and collect those fees. You also can
impose reasonable limits on investment selections and sectors However, the firm retains the right to
decline to enter into a management agreement with any client whose investment restrictions are contrary
to the firm’s investment strategies.
Advisory accounts will be held primarily by Fidelity Institutional Wealth Services, Charles Schwab and Co,
Inc., or other qualified custodians as approved by CWM, LLC (individually, a “Custodian”). The client must
designate CWM as its Investment Advisor on their accounts. The client’s qualified Custodian will maintain
actual custody of all client funds and securities.
Custodians are also broker/dealers, and they can have different account fees, service fees, execution
charges and capacities. The actual fees paid to a custodian by each client are determined at the discretion
of the advisor. If you choose a different Custodian other than the one selected by us, you may pay higher
account-related fees and execution charges. This can occur because custodial services are based on
several factors. Factors include, but are not limited to cost, expected level of asset safety, client
confidentiality, communication, and reporting. We base all decisions on the individual investment
circumstances of each client.
In certain circumstances the account Custodian can offer the option of charging execution fees based upon
the level of assets maintained in the managed account (asset-based pricing) versus implementing a fee for
each transaction executed. If asset-based pricing is provided as an option, we will conduct a cost/benefit
analysis to determine which pricing method would be in the long-term best interest of our clients. Whether
transaction-based pricing or asset-based pricing is in the best interest of an individual client may vary over
the span of a client relationship in response to possible service provider contractual changes and/or overall
market condition adjustments to our pricing structure.
Participation in Wrap Fee Programs
CWM can offer asset management services through both wrap fee programs and non-wrap fee programs.
A wrap fee program is defined as any advisory program under which a specified fee or fees not based
directly upon transactions in a client’s account is charged for investment advisory services (which may
include portfolio management or advice concerning the selection of other investment advisers) and the
execution of client transactions. Whenever a fee is charged to a client for services described in this
brochure (whether wrap fee or non-wrap fee), we will receive all or a portion of the fee charged.
Important Disclosure Regarding Fee Based Asset Management Accounts
When making the determination of whether one of the advisory programs available through CWM is
appropriate for your needs, you should bear in mind that fee-based accounts, when compared with
commission-based accounts, often result in lower costs during periods when trading activity is heavier,
such as the year an account is established. However, during periods when trading activity is lower, the fee-
based account arrangements could result in a higher annual cost for transactions. Thus, depending on
several factors, the total cost for transactions under a fee account versus a commission account can vary
significantly. Factors which affect the total cost include account size, amount of turnover, type and
quantities of securities purchased or sold, commission rates and your tax situation. It should also be noted
that lower fees for comparable service may be available from other sources. You should discuss the
advantages and disadvantages of fee-based and commission-based accounts with your adviser
representative.
Carson Trust Solutions
CWM’s parent company Carson Group Holdings, LLC has entered into an agreement with BOK Financial
Advisor Trust Services and National Advisors Holdings, LLC to act as an alternate custodian by offering trust
reporting and administrative services to a limited number of our clients. Only the trust services offered
through National Advisors Holdings, LLC will be labeled as the Carson Private Trust. Neither CWM nor any
of our affiliated companies will be acting as the ultimate custodian on any client assets. In addition, neither
CWM nor any of our affiliated companies will receive any additional compensation for client assets that are
held at either company.
Sub-Advisory Investment Management Services for Advisors
CWM offers investment sub-advisory services to unaffiliated investment advisers. Unaffiliated RIAs may
choose to engage CWM's Sub-Advisory Services for investment management of some or all their clients'
assets. CWM shall have day-to-day responsibility for the active discretionary management of the allocated
assets through a limited power of attorney from the unaffiliated advisor's client. The unaffiliated advisor
RIA 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.
Use of Other Investment Advisory Firms as Sub-Advisors
At its discretion CWM can decide to utilize affiliated or unaffiliated investment advisory firms as sub-
advisors to provide asset management services to selected Model Portfolios according to the terms and
conditions of a written Sub-Advisor Agreement. With respect to its sub-advisory services, CWM, LLC will
maintain both the initial and ongoing day-to-day relationship with the underlying client, including initial
and ongoing determination of client suitability for the Sub-Advisor’s Model Portfolios. In a sub-advisory
relationship, CWM is responsible for the recommendation and selection of the Sub-Advisor on behalf of
the client and can remove the client’s assets from the Sub-Advisor’s management at our discretion.
Use of Other Investment Advisory Firms as Trade Signal Providers
At its discretion CWM can decide to utilize affiliated or unaffiliated investment advisory firms as sub-
advisors serving as trade signal providers to assist us with the development and recommendation of
appropriate investment options for our Model Portfolios and separately managed accounts. CWM will
have final authority and responsibility to accept or reject all investment recommendations provided by the
signal providers. The unaffiliated signal providers will not have access or have any responsibility to make
investment changes to or place trades in the Model Portfolios or client accounts.
Variable Sub-Account Management Services
Under our Variable Insurance sub-account management services, CWM manages your variable annuity or
variable life contract by selecting, monitoring, and exchanging as necessary between sub-accounts
available from the insurance company issuing the variable annuity or variable life contract.
Under this program, we assist you in completing a questionnaire which details your financial goals, risk
tolerance and time horizon. You will have the opportunity to list on your investment advisory agreement
with our firm any reasonable restrictions on the sub-accounts that may be utilized by CWM. However, the
firm retains the right to decline to enter into a management agreement with any client whose investment
restrictions are contrary to the firm’s investment strategies.
You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or
investment objective and whether you wish to impose or modify existing investment restrictions; however,
we will contact you at least annually to discuss any changes or updates regarding your financial situation,
risk tolerance or investment objectives.
Once you have provided us with the necessary information and made the appropriate authorizations,
CWM utilizes limited discretionary authority to select or exchange among the sub-accounts available under
your variable annuity or variable life contract in accordance with your disclosed investment objective and
risk tolerance. CWM may utilize signal providers for guidance regarding investment strategies, asset
allocations and timing of exchanges. CWM will monitor your sub-accounts and exchange sub-accounts as
necessary and in accordance with your investment objective and risk tolerance.
Financial Planning Services
Traditional Financial Planning Services
CWM provides personal financial planning services consistent with a client’s financial status, investment
objectives and tax status. When you retain the financial planning services of our firm, we meet with you to
gather information about your financial background, circumstances to consider and goals and objectives.
Once we determine your long-term objectives (both financial and non-financial), we develop short-term,
targeted objectives. At that point, we review and analyze the financial information you provided to us and
deliver to you a written financial plan.
Focused Wealth Planning Program
Focused Wealth Plans are offered to asset management clients of CWM that do not require an extensive
analysis of their financial situation.
The Focused Wealth Plan Process includes:
• Construction of a recommended portfolio designed to help clients work towards their financial
goals while limiting risk.
• Determine Family Index Number which will be updated at least on an annual basis.
• Personalized cash-flow based planning designed to identify and address specific goals and
objectives.
• Risk management planning with a comprehensive analysis of life, disability, long-term care and
other risk management solutions.
• A breakdown of potential social security claims.
True Wealth Plans
Clients that need a more robust financial planning engagement can sign up for our True Wealth Plan
Program. The True Wealth Plan includes information regarding retirement planning, education planning,
planning for major purchases, life and disability insurance needs, long-term care needs and estate planning
issues. The financial plan is designed to assist you in achieving your stated goals and objectives.
Vanilla
CWM has entered into an agreement with Vanilla to provide our clients access to estate planning
documents through an on-line interface. For a fixed fee client will receive a trust, a will, a power of
attorney, a healthcare directive, a sample transfer letter, a HIPAA release, a trust certification, and a
general assignment of assets. The legal documents are prepared utilizing the Vanilla system and a legal
review and consultation is provided by attorneys within your state which are unaffiliated law firms. Vanilla
is not available in every state and clients are encouraged to view Vanilla’s availability with their advisor or
by clicking he
re https://www.justvanilla.com/state-availability.
Carson Group and CWM’s Parent Company and CEO are investors in Vanilla. The ownership by affiliated
persons of CWM creates a significant conflict of interest. CWM will only offer Vanilla service to clients that
need estate planning assistance. Clients are not required to utilize Vanilla services and are free to use any
estate planning attorney or estate planning document preparation service they choose.
Trust & Will
CWM has entered into an agreement with Trust & Will to provide our clients access to their estate
planning document creation service through an on-line interface. For a fixed fee clients will create an
estate plan based on either a revocable living trust or a will, also including: a power of attorney, a
healthcare directive, a HIPAA release, and a schedule of assets. Additionally, trust-based estate plans will
include a trust funding guide, a trust certification, and a Pour Over Will. Also, Trust & Will provides a
probate service that prepares documents and educates clients on the probate process in their respective
jurisdiction. Both services include varying levels of support and access to attorneys for assistance.
General Information Related to our Financial Planning Services
You are under no obligation to act on our financial planning recommendations. Financial plans are based
on your financial situation at the time we prepare the plan and on the financial information you provide.
You must promptly notify us if your financial situation, goals, objectives or needs change.
Our financial planning services do not involve implementing any transaction on your behalf or the active
and ongoing monitoring or management of your investments or accounts. You have the sole responsibility
for determining whether to implement our financial planning and consulting recommendations. To the
extent that you would like to implement any of our investment recommendations through CWM, LLC or
retain CWM, LLC to actively monitor and manage your investments, you must execute a separate written
agreement with CWM, LLC for our asset management services.
You can elect to periodically update your financial plan during the term of the financial planning services as
identified on the Financial Planning Agreement. There shall be no additional fees required for clients
electing to update their True Wealth plan through CWM during the term of the financial planning services.
Tax services are offered separately. CWM has Certified Public Accountants who provide their services
through a division of the firm, Carson Wealth Tax Planning DBA Carson Group Advance Solutions. You may
want to consider utilizing these services when determining the amount of taxes that you should withhold
from any liquidation, sale, or stream of income. Investment portfolio taxation is a complex area with many
tax rates and offsetting factors. Some of those factors change from year-to-year as tax laws and IRS
interpretations of the laws change. In our opinion, as the size of your portfolio increases, so does your
need for the advice and assistance provided by a qualified tax professional.
Carson Retirement Program
Through our Carson Retirement Program with services delivered by Investment Advisor Representatives
(IARs), CWM offers:
(1) Discretionary Investment Management Services,
(2) Non-Discretionary Fiduciary Services and/or
(3) Retirement Plan Consulting Services
Carson Powered by Vestwell
Carson has partnered with Vestwell, a digital 401(k) and 403(b) platform,
to provide a fully bundled, turn-
key retirement plan solution, where CWM, LLC provides discretionary 3(38) investment management
services.
CWM, LLC as 3(38) Investment Manager
CWM, LLC has established an Investment Committee (Committee) for the exclusive benefit of retirement
plans. The role and responsibilities of the Committee include but are not limited to the following where
CWM, LLC has been delegated as the investment manager under Section 3(38) of ERISA:
- Drafting and maintaining an Investment Policy Statement (IPS)
- Determining the asset class categories
- Selecting, monitoring, and replacing the designated investment alternatives (DIAs)
- Selecting, monitoring, and replacing the qualified default investment alternative (QDIA)
- Ongoing monitoring of fees related to investments including review of share classes and
documentation of share class considerations
- Ongoing education related to special considerations for investment options including stable value,
ESG investing, cryptocurrency, lifetime income offerings, self-directed brokerage window, among
others
- Other responsibilities as required from time-to-time.
Our Carson Retirement Program will provide fiduciary and non-fiduciary services to both employer-
sponsored participant-directed plans and trustee-directed plans and their participants.
Depending on the type of the Plan and the specific arrangement with the Sponsor, we may provide one or
more of these services. Prior to being engaged by the Sponsor, we will provide a copy of this Form ADV
Part 2 along with a copy of our Privacy Policy and CWM Retirement Plan Client Agreement ("Agreement")
that contains the information required under Sec. 408(b)(2) of the Employee Retirement Income Security
Act ("ERISA") as applicable.
The Agreement authorizes our IARs to deliver one or more of the following services:
Discretionary Investment Management Services
These services are designed to allow the Plan fiduciary to delegate responsibility for managing, acquiring,
and disposing of Plan assets that meet the requirements of the Employee Retirement Income Security Act
of 1974 ("ERISA"). We will perform these investment management services through our IARs, and charge
fees as described in this Form ADV and the Agreement. If the Plan is subject to ERISA, we will perform
these services as an “investment manager” as defined under ERISA Section 3(38) and as a “fiduciary” to the
Plan as defined under ERISA Section 3(21). Specifically, the Sponsor may determine that we perform the
following services:
Selection, Monitoring & Replacement of Designated Investment Alternatives ("DIAs"):
CWM will review with Sponsor the investment objectives, risk tolerance and goals of the Plan and provide
to Sponsor an IPS that contains criteria from which CWM will select, monitor, and replace the Plan's DIAs.
Once approved by Sponsor, CWM will review the investment options available to the Plan and will select
the Plan's DIAs in accordance with the criteria set forth in the IPS. On a periodic basis, CWM will monitor
and evaluate the DIAs and replace any DIA(s) that no longer meet the IPS criteria.
Selection, Monitoring & Replacement of Qualified Default Investment Alternatives ("QDIA(s)")
Based upon the options available to the Plan, CWM will select, monitor, and replace the Plan's QDIA(s) in
accordance with the IPS.
Management of Trust Fund:
CWM will review with Sponsor the investment objectives, risk tolerance and goals of the Plan and provide
to Sponsor an IPS that contains criteria from which CWM will select, monitor, and replace the Plan's
investments. Once approved by Sponsor, CWM will review the investment options available to the Plan
and will select the Plan's investments in accordance with the criteria set forth in the IPS. On a periodic
basis, CWM will monitor and evaluate the investments and replace any investment(s) that no longer meet
the IPS criteria.
Non-Discretionary Fiduciary Services
These services are designed to allow the Sponsor to retain full discretionary authority or control over
assets of the Plan. We will solely be making recommendations to the Sponsor. We will perform these non-
discretionary investment advisory services through our IARs, and charge fees as described in this Form ADV
and the Agreement. If the Plan is covered by ERISA, we will perform these investment advisory services to
the Plan as a "fiduciary" defined under ERISA Section 3(21). The Sponsor may engage us to perform one or
more of the following non-discretionary investment advisory services:
Investment Policy Statement ("IPS"):
CWM will review with Sponsor the investment objectives, risk tolerance and goals of the Plan. If the Plan
does not have an IPS, CWM will provide recommendations to Sponsor to assist with establishing an IPS. If
the Plan has an existing IPS, CWM will review it for consistency with the Plan's objectives. If the IPS does
not represent the objectives of the Plan, CWM will recommend revisions to Sponsor to align the IPS with
the Plan's objectives.
Advice Regarding Designated Investment Alternatives ("DIAs"):
Based on the Plan's IPS or other guidelines established by the Plan, CWM will review the investment
options available to the Plan and will make recommendations to assist Sponsor with selecting DIAs to be
offered to Plan participants. Once Sponsor selects the DIAs, CWM will, on a periodic basis and/or upon
reasonable request, provide reports and information to assist Sponsor with monitoring the DIAs. If a DIA is
required to be removed, CWM will provide recommendations to assist Sponsor with replacing the DIA.
Advice Regarding Qualified Default Investment Alternative ("QDIA(S)"):
Based on the Plan's IPS or other guidelines established by the Plan, CWM will review the investment
options available to the Plan and will make recommendations to assist Sponsor with selecting or replacing
the Plan's QDIA(s).
Advice Regarding Investment of Trust Fund:
Based on the Plan's IPS, CWM will review the investment options available to the Plan and will make
recommendations to assist Sponsor with selecting investments that meet the IPS criteria. Once Sponsor
selects the investment(s), CWM will, on a periodic basis and/or upon reasonable request, provide reports
and information to assist Sponsor with monitoring the investment(s). If the IPS criteria require any
investment(s) to be replaced, CWM will provide recommendations to assist Sponsor with replacing the
investment(s).
Carson Retirement Program
Retirement Plan Consulting Services are designed to allow our IARs to assist the Sponsor in meeting his/her
fiduciary duties to administer the Plan in the best interests of Plan participants and their beneficiaries.
Retirement Plan Consulting Services are performed so that they would not be considered “investment
advice” under ERISA. The Sponsor may elect for our IARs to assist with any of the following services:
Administrative Support
• Assist Sponsor in reviewing objectives and options available through the Plan
• Review Plan committee structure and administrative policies/procedures
• Assist with development/maintenance of fiduciary audit file and document retention policies
• Deliver fiduciary training and/or education periodically or upon reasonable request
• Recommend procedures for responding to Plan participant requests
Service Provider Support
• Assist fiduciaries with a process to select, monitor and replace service providers
• Assist fiduciaries with review of Covered Service Providers ("CSP") and fee benchmarking
• Assist with preparation and review of Requests for Proposals and/or Information
• Coordinate and assist with CSP replacement and conversion
Investment Monitoring Support
• Periodic review of investment policy in the context of Plan objectives
• Assist the Plan committee with monitoring investment performance
• Educate Plan committee members, as needed, regarding replacement of DIA(s) and/or QDIA(s)
Participant Services
• Facilitate group enrollment meetings and coordinate investment education
• Assist Plan participants with financial wellness education, retirement planning and/or gap analysis
Potential Additional Retirement Services Provided Outside of the Agreement
In providing Retirement Plan Services, CWM
and its IARs may establish a client relationship with one or
more Plan participants or beneficiaries through separate and distinct retail client agreements. Such client
relationships develop in various ways, including, without limitation:
1. as a result of a decision by the Plan participant or beneficiary to purchase services from CWM
not involving the use of Plan assets;
2. as part of an individual or family financial plan for which any specific recommendations
concerning the allocation of assets or investment recommendations relating to assets held
outside of the Plan; or
3. through a rollover of an Individual Retirement Account ("IRA Rollover").
If CWM is providing Retirement Plan Services to a plan, IARs may, when requested by a Plan participant or
beneficiary, arrange to provide services to that participant or beneficiary through a separate agreement. If
a Plan participant or beneficiary desires to affect an IRA Rollover from the Plan to an account advised or
managed by CWM, IAR will have a conflict of interest if his/her fees are reasonably expected to be higher
than those paid to CWM in connection with the Retirement Plan Services. IAR will disclose relevant
information about the applicable fees charged by CWM prior to opening an IRA account. Any decision to
affect the rollover or about what to do with the rollover assets remain that of the Plan participant or
beneficiary alone.
In providing these optional services, we will offer employers and employees information on other financial
and retirement products or services offered by CWM
and our IARs.
Individually Tailored Services
When providing investment fiduciary services, we will tailor our advice or discretion to meet the
investment policies or other written guidelines adopted by the Sponsor. When providing Participant
Investment Advice, such advice will be based upon the investment objectives, risk tolerance and
investment time horizon of each individual Plan participant.
Retirement Plan Rollover Recommendations
To the extent we recommend you roll over your account from a current retirement plan to an individual
retirement account (“Rollover IRA”), managed by CWM please know that CWM and our investment adviser
representatives have a conflict of interest.
We can earn increased investment advisory fees by recommending that you roll over your account at the
retirement plan to a Rollover IRA managed by CWM. We will earn fewer investment advisory fees if you do
not roll over the funds in the retirement plan to a Rollover IRA managed by CWM.
Thus, our investment adviser representatives have an economic incentive to recommend a rollover of
funds from a retirement plan to a Rollover IRA which is a conflict of interest because our recommendation
that you open an IRA account to be managed by our firm can be based on our economic incentive and not
based exclusively on whether or not moving the IRA to our management program is in your overall best
interest.
We have taken steps to manage this conflict of interest. we have adopted an impartial conduct standard
whereby our investment adviser representatives will (i) provide investment advice to a retirement plan
participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status
described below, (ii) not recommend investments which result in CWM receiving unreasonable
compensation related to the rollover of funds from the retirement plan to a Rollover IRA, and (iii) fully
disclose compensation received by CWM and our supervised persons and any material conflicts of interest
related to recommending the rollover of funds from the retirement plan to a Rollover IRA and refrain from
making any materially misleading statements regarding such rollover.
To the extent we provide you investment advice as a participant in a retirement plan regarding whether to
maintain investments and/or proceeds in the retirement plan, roll over such investment/proceeds from
the retirement plan to a Rollover IRA or make a distribution from the retirement plan, CWM here by
acknowledges our fiduciary obligations to you with regard to our investment advice about whether to
maintain, roll over or distribute proceeds from the retirement plan, and as such a fiduciary with respect to
its investment advice to you about whether to maintain, roll over or distribute proceeds from the
retirement plan.
Our investment advisor representatives shall act with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person 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, based on the investment
objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or
other interests of CWM or our affiliated personnel.
Accounts Managed by Third-Party Money Managers
CWM typically does not refer clients managed accounts to other investment advisory firms; however,
certain clients that decide to have CWM manage a portion of their portfolio may have established prior
relationships of another Third-Party Money Manager. For assets that it is determined that it would be in
the client’s best interest to not transfer 100% of their portfolio assets into CWM’s investment strategies
and to leave a portion of their assets in the Third-Party Money Manager program, the third-party managers
are responsible for continuously monitoring client accounts and making trades in client accounts when
necessary. As a result of the ongoing relationship, we are paid a portion of the total fee charged to your
account.
Under this program, we are available to answer questions that you have regarding your account and act as
the communication conduit between you and the third-party money manager. The third-party money
manager might take discretionary authority to determine the securities to be purchased and sold for your
account. We do not have any trading authority with respect to your designated account managed by the
third-party money manager.
Newsletters
CWM occasionally prepares general, educational, and informational newsletters. Newsletters are always
offered on an impersonal basis and do not focus on the needs of a specific individual.
Educational Seminars/Workshops
CWM occasionally provides seminars/workshops in areas such as financial planning, retirement planning,
estate planning, college planning and charitable planning or other relevant financial topics. Seminars/
workshops are always offered on an impersonal basis and do not focus on the individual needs of
participants.
iCapital Network
CWM, LLC has contracted with Institutional Capital Network, Inc. “(iCapital Network”) and their affiliates to
provide Advisors with access to the iCapital Network alternative investment platform, software, and
services. iCapital Network and/or its affiliates conduct due diligence (investment and operational) on
private equity and hedge fund offerings available on their platform.
Privately Offered Securities valuations can lag a month or more and are received from the issuer’s third-
party administrator to the alternative investment vehicle, for directly offered investments or from iCapital
Network’s fund administrator for those available on the iCapital Network platform. The quarterly fee
calculation uses the data to calculate the fee.
Types of Investments
We offer advice on a wide range of securities, including, and not limited to:
• Exchange-listed securities
• Securities traded over the counter
• Exchange Traded Funds (ETFs)
• Warrants
• Corporate debt securities (other than commercial paper)
• Commercial paper
• Certificates of deposit
• Municipal securities
• Variable Annuities (but not the evaluation of any non-investment management aspects of
annuities or other insurance products)
• Mutual fund shares
• United States government securities
• Options contracts on securities and commodities
• Futures contracts on tangibles and intangibles
• Interests in partnerships investing in real estate, and oil and gas interests
• Managed futures
• Shorting
• Private Equity
Although we generally provide advice only on the products previously listed, we reserve the right to offer
advice on any investment product that could be suitable for each client’s specific circumstances, needs,
goals, and objectives.
It is not our typical investment strategy to attempt to time the market, but we will increase cash holdings
modestly as deemed appropriate based on your risk tolerance and our expectations of market
behavior. We could also modify our investment strategy to accommodate special situations such as low
basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax
situations.
Client Assets Managed by CWM
On December 31, 2023, CWM’s total assets under management are $26,774,389,502. Managed assets are
$26,750,103,054 in discretionary assets for 110,291 accounts and $24,286,449 in non-discretionary assets
for 36 accounts.
Investment Advisor Representatives Co-Branding
Our firm offers services through our network of investment advisor representatives (“Advisor
Representatives” or “IARs”). IARs may have their own legal business entities whose trade names and logos
are used for marketing purposes and may appear on marketing materials or client statements. The Client
should understand that the businesses are legal entities of the IAR and not of our firm CWM, LLC. The IARs
are under the supervision of our firm CWM, LLC, and the advisory services of the IAR are provided through
our firm CWM, LLC. For additional information, please refer to
Schedule D of Part 1 of our Form ADV or ask
your IAR.
Cash Sweep Program – Fidelity Institutional Wealth Services
The Core Transaction Account option is where cash awaiting investment or withdrawal is held. Fidelity will
make the Bank Deposit Sweep Program (“BDSP”) the Core Transaction Account option for your Account.
BDSP is an interest-bearing deposit and a Federal Deposit Insurance Corporation (“FDIC”) insured account.
By updating the Bank Deposit Sweep Program (“BDSP”) to Core Transaction Account option for existing and
new accounts the client accounts will potentially not be subject to a yearly custodial fee.
If you do not wish to transition to the BDSP, please contact your Advisor to discuss alternative options.
Fiduciary Status – ERISA and IRA Accounts
When we provide investment advice to you regarding your retirement plan account or individual
retirement account, we, both CWM and the IAR, are fiduciaries within the meaning of Title I of the
Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws
governing retirement accounts. 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:
o Meet a professional standard of care when making investment recommendations (give
prudent advice).
o Never put our financial interests ahead of yours when making recommendations (give loyal
advice).
o Avoid misleading statements about conflicts of interest, fees, and investments.
o Follow policies and procedures designed to ensure that we give advice that is in your best
interest.
o Charge no more than is reasonable for our services and
o Give you basic information about conflicts of interest.
Lead Generation Program
CWM provides a lead generation program focusing on providing personal finance resources and helpful
information. CWM offers free tools and content to bring transparency to financial decision making. CWM
provides Clients with a financial advisor matching platform that is accessible through search engine results
and digital advertising. The intention of this program is to match Clients with IARs with the ability to act in
a Fiduciary client relationship, to assist Clients with their financial needs.
This program is limited to making referrals to IARs that have elected to participate in this program.
Except for the verification of Client, all support and inquiries are delivered from CWM via email, SMS text,
or through a phone conversation with a Match Specialist.