A. Description of the Advisory Firm CWA is a Delaware limited liability company. CWA at times conducts business under the assumed names “Capital Wealth Advisors” and “blueharbor wealth advisors.” CWA has been in business since August 2011. CWA is primarily owned by CWA Holdings, LLC whose beneficial principal owners are Blaine Ferguson, William Beynon, Lewis Johnson, and Joseph Moglia (collectively the “Principals”). B. Types of Advisory Services CWA offers the following services to advisory clients: Investment Advisory Services CWA provides portfolio management and investment advisory services primarily to individuals, high net worth individuals or families, as well as trusts, endowments, charitable organizations, insurance companies, pension plans, foundations and other business entities herein referred to each as a “client” and collectively the “clients”. CWA manages client assets based on the individual goals, objectives, time horizon, and risk tolerance of each client. CWA documents an Investment Policy Statement (“IPS”) for each client, which outlines the client’s current financial situation (income, tax levels, and risk tolerance levels) and then constructs a tailored investment plan to aid in the construction of a portfolio that aligns each client’s financial goals. CWA typically will manage client assets in separately managed accounts (each, an “SMA” or a “client account”). An SMA is a dedicated account owned by a client and governed through an investment management agreement (“IMA”) between a client and CWA. Investment advisory services include, but are not limited to, the following: • Investment strategy • Personal investment plan • Asset allocation • Investment selection • Risk tolerance • Ongoing portfolio monitoring
• Model Portfolios CWA evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. CWA will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. For non‐discretionary client accounts, the same process will occur as outlined above, except that clients must approve the initial implementation and all subsequent changes to the asset allocation and trades. Within our non‐discretionary capacity, we may purchase or sell securities to meet the cash needs of the client (including without limitation the payment of our management fee). These purchases and sales will be executed in a manner such that the resulting allocations will generally match the allocation and target range for asset classes in the account prior to the purchase or sale. Our advisory services are tailored to the objectives and strategies of each client. Investment Methodology CWA works with the Firm’s in-house research team, to structure proprietary model portfolios (each a “Model” and collectively the “Models”) developed to meet client investment objectives. These Models are composed of, but not limited to, equity securities, as well as mutual funds, exchange traded funds, fixed-income securities, and other exchanged traded securities. The Models can be categorized in two types: active and quantitatively driven. Active strategies are based on fundamental research on a wide range of securities to determine their qualification for initial and continuing investment. Quantitatively driven strategies are primarily directed by the relative ranking of a multi factor stock selection model (“MFSSM”). The Models seek to deliver high absolute rates of return while minimizing the risk of capital loss primarily through buying securities with trading values materially lower than the Firm’s or our MFSSMs assessment of their fundamental values, and if allowable under governing documents, by selling short securities with trading values materially higher than the Firm’s assessment of fundamental values. This is described further in Item 8: Method of Analysis, Investment Strategies and Risk of Loss. The Models are rebalanced periodically. The Models selected for each client are intended to meet the client objectives. Clients can place restrictions on securities selected. CWA provides both discretionary and non-discretionary portfolio management by leveraging the Models to individuals, high net-worth individuals, foundations, endowments, trusts, estates, corporations or other businesses, charitable organizations, pension and profit-sharing plans and other investment advisers and/or investment adviser platforms. At this time, CWA participates on the Schwab Adviser Network (“SAN”) client referral programs as more fully described in Item 14- Client Referrals and Other Compensation. Through the use of the Model portfolios, CWA offers to serve as a sub-adviser to affiliated and non-affiliated advisers’ clients to provide discretionary and non- discretionary investment advisory services. Use of Sub-Advisors Depending on client investment requirements, CWA engages one or more third-party sub-advisers (“Independent Managers”) to manage portions of client assets if deemed in the best interest of a client, subject to the client’s IMA, investment objectives and risk tolerance. CWA will generally execute a sub-advisory agreement with each Independent Manager. CWA will also deliver a sub-adviser’s Form ADV Part 2A and Part 2B to the relevant clients if required by sub-advisor agreement. There will be instances where CWA could require clients to sign separate written agreements directly with those Independent Managers instead of CWA doing so on client’s behalf. Additionally, clients could be asked to open new custodian accounts with a third-party custodian to separate the sub-advised assets from other client assets advised by CWA. Independent Managers will generally have limited power- of-attorney and will have only trading authority over those assets CWA directs to them for management. Independent Managers will be authorized to buy, sell and trade on behalf of a client’s account and to give instructions, consistent to their authority, to the relevant broker-dealer and custodian. The fees charged by the Independent Managers will be disclosed to clients and will be in addition to the management fees charged by CWA. In addition to management fees, the client could incur transaction and custodial fees on assets managed by the Independent Manager. CWA will monitor and review of all such sub-advised accounts on a periodic basis. Additionally, as discussed below, certain beneficial owners and a portfolio manager of CWA will receive compensation from First Trust Investment Solutions (“FTIS”), due to FTIS’s acquisition and assumption of the formerly affiliated sub-adviser, Gyroscope Capital Management Group L.L.C. (“Gyroscope”), which payments will be based on certain assets under management of FTIS that are attributable to Gyroscope. Family Office Services In addition to investment advisory services, CWA provides family office services to ultra-high net worth clients. These services include tax planning, estate planning, philanthropic planning and day to day administration and management of a family’s affairs. Financial Planning Services In addition to investment advisory services, CWA provides financial planning services to its clients. These services include tax planning, estate planning, and philanthropic planning. Recommendation of Affiliated Private Funds CWA recommends to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933 (“1933 Act”), qualified clients (“qualified purchaser” as defined under the Investment Company Act of 1940, as amended, as required pursuant to the fund governing documents) to invest in private pooled investment vehicles. Certain of these private funds that are sponsored and advised by CW Institutional, LLC (“CWI”), an affiliate of CWA. The affiliated private fund vehicles (each a “Fund” and collectively the “Funds”) include: CWI
• CW Natural Resource Fund, LP (including the onshore); and
• CW Special Opportunities Fund, LP. Clients investing in affiliated funds will pay management fees, performance-based fees and expenses of such affiliated funds pursuant to the governing documents of each respective fund, in addition to the management fee paid to CWA for assets invested in the affiliated fund. Clients investing in such affiliated funds will be provided governing documents (such as a private placement memorandum) and be required to execute subscription documents separately from the IMA executed with CWA. Note: while not an affiliated Fund, certain beneficial owners and a portfolio manager of CWA will receive compensation related to investments in the FTIS Enhanced Liquid Income Fund (formerly the Gyroscope Enhanced Liquid Income Master Fund, LP) (the “FTIS Enhanced Liquid Income Fund”). All units of Gyroscope Enhanced Liquid Income Fund, GP, LLC (i.e., the general partner for the FTIS Enhanced Liquid Income Fund) were purchased by FTIS. An agreement between FTIS and CW Gyroscope, LLC was executed whereby management fees and incentive fees for the FTIS Enhanced Liquid Income Fund will be shared 50/50 with previous owners, which include, without limitation, certain CWA principals and a CWA portfolio manager. The following CWA principals or portfolio managers will directly or indirectly receive a portion of the shared management and incentive fees:
• William Beynon
• Blaine Ferguson
• Lewis Johnson
• Kevin Erndl Kevin Erndl will not receive incentive fees attributable to Erndl’s dual CWA and FTIS/Gyroscope clients invested in the FTIS Enhanced Liquid Income Fund while he is dually registered with CWA and FTIS. Clients are under no obligation to invest in affiliated or other private funds. Retirement Plan Services CWA engages with retirement plan clients in a wide range of capacities. For plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), this includes serving as an ERISA Section 3(21) fiduciary providing investment recommendations to the plan sponsor and/or plan trustee and/or as a 3(38)-investment manager, relieving the plan sponsor or trustee of their fiduciary responsibility and assuming the investment management decision making for the plan. In addition to allocating plan assets and portfolio management, these services can include assistance in setting up an Investment Policy Statement for the portfolio, managing cash and liquidity needs, selecting professional record‐keepers, administrators and custodians, and providing in depth quarterly or annual review with the portfolio’s performance and our outlook on financial market conditions. CWA has adopted policies and procedures designed to comply with the ERISA fiduciary standards when advising retirement asset rollovers as set forth in the Department of Labor Fiduciary Rule that went into effect on January 31, 2022: IRA Rollover Recommendations

Effective December 20, 2021 (or such later date as the US Department of Labor (“DOL”) Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we 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:
• 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. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. IRA Rollover Considerations 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: 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: 1. 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. a. Employer retirement plans generally have a more limited investment menu than IRAs. b. Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds. 2. Your current plan may have lower fees than our fees. a. 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. b. 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. 3. Our strategy may have higher risk than the option(s) provided to you in your plan. 4. Your current plan may also offer financial advice. 5. If you keep your assets titled in a 401k or retirement account, you could potentially delay your required minimum distribution beyond age 72. 6. Your 401k may offer more liability protection than a rollover IRA; each state may vary. a. 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. 7. You may be able to take out a loan on your 401k, but not from an IRA. 8. 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. 9. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 10. 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 brochure. Donor Advised Fund Services Some CWA clients will establish donor advised funds through a third-party charitable program, (“Charitable Platform”). The funds will be managed in accordance with the specific investment policies and guidelines of the Charitable Platform. Clients will establish a donor advised account, transfer funds earmarked for charitable donation and recognize a tax deduction in the year that funds are transferred into an account opened on a Charitable Platform. The funds remain in such account until the client designates a charity, an amount and a date to donate to such charity. Under independent advisor programs established within the Charitable Platform, donors nominate an independent investment adviser, which could include CWA, to manage accounts established on the Charitable Platform. If nominated, CWA will manage the donor’s account pursuant to investment guidelines established by the Charitable Platform. Insurance Services Certain personnel of CWA are licensed insurance representatives through one or more of CWA’s affiliated insurance businesses, and such personnel will review and evaluate clients’ various insurance policies and offer clients the option to purchase such policies as life insurance, long term disability, long term care policies and fixed annuities through CWA’s affiliated insurance businesses, in which case a written evaluation will typically be provided to client for review and approval. CWA’s affiliated insurance businesses will not execute any insurance business without client consent. Clients are under no obligation to execute any insurance business with CWA’s affiliated insurance businesses, which are conducted through affiliated entities: LWPB Insurance, LLC, LWE Consulting, LLC, 5th Avenue Brokerage, LLC (d/b/a CWA Brokerage, LLC), Liberty Wolfe Enterprises, LLC and Capital Wealth Advisors, Inc. CWA personnel may also offer variable annuity products through a licensed insurance representative with an unaffiliated broker dealer, Leaders Group, with such variable annuity business being conducted through an affiliated entity, Calusa River Capital, LLC d/b/a Calusa River (“Calusa River”). Clients are under no obligation to execute any variable annuity business with Calusa River. Sentry Insurance Advisors (“Sentry”) is an entity that offers Property and Casualty Insurance for home, auto, liability and such other insurance policies. CWA personnel may recommend clients to Sentry. CWA does not earn fees on Sentry; however, certain affiliated persons of CWA own a minority interest in Sentry. Clients are under no obligation to execute any insurance business with Sentry. Discretionary and Non-Discretionary Services Discretionary As a discretionary investment adviser, CWA will have the authority to supervise and direct client portfolios without prior consultation with the client. Non-Discretionary In a non-discretionary arrangement, the client retains the responsibility for the final decision on all actions taken with respect to client’s portfolio. For non-discretionary accounts, the client may also execute a limited power of attorney, which allows CWA to carry out trade recommendations and approved actions in the client’s portfolio. However, in accordance with CWA’s non-discretionary investment advisory agreement with the client, CWA does not implement trading recommendations or other actions in the account unless and until the client has approved the recommendation or action. The use of non-discretionary accounts may result in a delay in executing recommended trades, which could adversely affect the performance of the portfolio. This delay also normally means the affected account(s) will not be able to participate in block trades, a practice designed to enhance the execution quality, timing and/or cost for all accounts included in the block. C. Client Tailored Services and Client Imposed Restrictions Specific client financial plans and their implementation are generally dependent upon the applicable client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels) and is used to construct a client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. Clients may request restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. CWA will evaluate requested restrictions and make a determination of whether CWA is willing or able to accommodate such a request. CWA maintains a restricted list of securities in which CWA may be in the possession of MNPI. Clients may be restricted in trading such securities under those circumstances without the consent of the CCO. D. Assets Under Management As of December 31, 2023, CWA has the following regulatory assets under management: Discretionary Amount: Non-discretionary Amount: Date Calculated: $ 2,386,643,672 $ 145,075,984 December 31, 2023 Total AUM: Date Calculated: $ 2,531,719,656 December 31, 2023