ADV 2A Brochure

Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If an adviser is filing an annual updating amendment and there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes.

Since the last annual update of our Firm Brochure, filed on February 17, 2025, the following material changes were made:

• In October 2025, Item 7 was updated to disclose our current minimum account size.
• In October 2025, Item 10 was updated to disclose an outside business activity for Todd Bauman.
• In March 2026, Item 5 was updated to reflect our updated fee schedule.
• In March 2026, Item 8 was updated to include information regarding investments in structured notes.
• In March 2026, Item 10 was updated to disclose our affiliations with Bauman Financial Group, LLC; Bauman Tax Solutions, LLC; and APA, LLC dba Asset Protection of America.

Whenever you would like to receive a complete copy of our Firm Brochure, please contact us by telephone at: 702-897-9997 or by email at: todd@baumanwealth.com.

• Item 1: Cover Page
• Item 2: Material Changes
• Item 3: Table of Contents
• Item 4: Advisory Business
  • Firm Description
  • Types of Advisory Services
  • Client Tailored Services and Client Imposed Restrictions
  • Wrap Fee Programs
  • Client Assets under Management
• Item 5: Fees and Compensation
  • Method of Compensation and Fee Schedule
  • Client Payment of Fees
  • Additional Client Fees Charged
  • Prepayment of Client Fees
  • External Compensation for the Sale of Securities to Clients
• Item 6: Performance-Based Fees
  • Sharing of Capital Gains
• Item 7: Types of Clients
  • Description
  • Account Minimums
• Item 8: Methods of Analysis, Investment Strategies and Risk of Loss
  • Methods of Analysis
  • Investment Strategy
  • Security Specific Material Risks
• Item 9: Disciplinary Information
• Item 10: Other Financial Industry Activities and Affiliations
• Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
• Item 12: Brokerage Practices
• Item 13: Review of Accounts
• Item 14: Client Referrals and Other Compensation
• Item 15: Custody
• Item 16: Investment Discretion
• Item 17: Voting Client Securities
• Item 18: Financial Information

Bauman Advisory Group, LLC dba Bauman Wealth Advisors, ("BWA") was founded in 2010. Todd Charles Bauman is a 100% owner. BWA its representatives or any of its employees will disclose to Clients all material conflicts of interest.

BWA provides personalized confidential investment management to individuals, pension and profit sharing plans, trusts, estates, charitable organizations and small businesses. Advice is provided through consultation with the Client and may include: determination of financial objectives, identification of financial problems, cash flow management, tax planning, insurance review, investment management, education funding, retirement planning, and estate planning.

BWA offers discretionary direct asset management services to advisory Clients. BWA will offer Clients ongoing portfolio management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based on the above factors. The Client will authorize discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement by signing a limited power of attorney or equivalent form.

BWA will maintain ongoing relationships with Clients through personal contacts, including personal visits, email and telephone conversations, personalized follow-up mailings and presentations. BWA will initially and at least annually, consult with each Client regarding Client's financial condition, whether there have been any changes on the Client's financial situation or investment objective and whether the Client wishes to impose any reasonable restrictions on the management of the Client's account or reasonably modify existing restrictions. BWA will also initially, and as necessary, conduct an analysis to determine whether the selected strategies are prudent for the Client.

Generally, financial planning services are also provided to investment management services clients. Provided financial planning services work to set forth goals, objectives and implementation strategies for the client over the long-term. Depending upon individual client requirements, financial planning services will include recommendations for retirement planning, educational planning, estate planning, cash flow planning, tax planning and insurance needs and analysis. When providing financial planning services to investment management services clients, BWA continues to review any provided recommendations as part of the ongoing provision of investment management services. Clients should notify us promptly anytime there is a change in their financial situation, goals, objectives, or needs and/or if there is any change to the financial information initially provided to us. BWA cannot provide guarantees or promises that a client's financial goals and objectives will be met.

The goals and objectives for each Client are documented in our Client files. Investment strategies are created that reflect the stated goals and objective. Clients may impose restrictions on investing in certain securities or types of securities, if BWA in its sole discretion determines that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for BWA's management efforts.

BWA does not sponsor any wrap fee programs.

BWA has the following assets under management:

BWA offers discretionary direct asset management services to advisory Clients. Fees for these services will be based on a percentage of Assets Under Management. Following is BWA's asset based fee schedule for Asset Management Services:

$100 Annual Minimum per Account

The percentage for the highest range of Managed Asset value achieved applies to all Managed Assets, not just Managed Assets within that range.

Accounts within the same household may be combined for a reduced fee. The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). Fees are billed quarterly in arrears based on the amount of assets managed as of the close of business on the last business day of each quarter, as provided by the custodian(s) or other third-party sources. The percentage for the highest range of Managed Asset value achieved applies to all Managed Assets, not just Managed Assets within that range. BWA fees are typically withdrawn from the Client's account unless otherwise noted in the Client's Investment Advisory Agreement. The investment management services fee charged by the Firm will apply to all of the client's assets under management, unless specifically excluded in the client agreement. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement with no obligation. Clients may terminate advisory services with thirty (30) days written notice. BWA is entitled to a pro rata fee for the days service was provided in the final quarter, but does not impose termination fees, except when agreed upon in advance. Client shall be given thirty (30) days prior written notice of any increase in fees.

BWA assesses a $100 minimum annual account fee, per account under management. This fee is waived at BWA's sole discretion.

Investment management fees are billed quarterly, in arrears, meaning that we bill you after the three-month billing period has ended. Fees are usually deducted from a designated Client account to facilitate billing. The Client must consent in advance to direct debiting of their investment account. The client is responsible for verifying the accuracy of the calculation of the investment management services fee; the custodian will not determine whether the fee is accurate or properly calculated. The custodian of the client's accounts provides each client with a statement, at least quarterly, indicating separate line items for all amounts disbursed from the client's account(s), including any fees paid directly to BWA.

Clients may make additions to, and withdrawals from, their account at any time, subject to BWA' right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate transferred securities or decline to accept particular securities into a client's account. Clients may withdraw account assets at any time on notice to BWA, subject to the usual and customary securities settlement procedures. However, the Firm generally designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client's investment objectives. BWA may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g. contingent deferred sales charges) and/or tax ramifications.

In connection with BWA's management of an account, a client will incur fees and/or expenses separate from and in addition to BWA's investment management services fee. These additional fees may include transaction charges and the fees/expenses charged by any custodian, mutual fund, ETF, limited partnership, transfer taxes, odd lot differentials, exchange fees, interest charges, ADR processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law, retirement plan account fees (where applicable), margin interest, brokerage commissions, mark-ups or mark-downs and other transaction-related costs, electronic fund and wire fees, and any other fees that reasonably may be borne by a brokerage account. The client is responsible for all such fees and expenses. Please see Item 12 of this brochure regarding brokerage practices.

BWA does not collect fees in advance.

BWA does not receive any external compensation for the sale of securities to Clients, nor do any of the investment advisor representatives of BWA.

BWA does not charge performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. BWA's fees are calculated as described in Item 5 above.

BWA generally provides investment advice to individuals, high net worth individuals and charitable organizations. Client relationships vary in scope and length of service.

BWA requires a minimum of $250,000 to open an account. BWA may at their discretion waive or lower this minimum. BWA reserves the right to accept or decline a potential client for any reason in its sole discretion.

Security analysis methods may include fundamental analysis, technical analysis, and cyclical analysis. Investing in securities involves risk of loss that Clients should be prepared to bear.

Fundamental analysis involves evaluating a stock using real data such as company revenues, earnings, return on equity, and profits margins to determine underlying value and potential growth. Technical analysis involves evaluating securities based on past prices and volume. Cyclical analysis involves analyzing the cycles of the market.

The main sources of information include financial newspapers and magazines, research materials prepared by others, corporate rating services, annual reports, prospectuses, and filings with the Securities and Exchange Commission.

The investment strategy for a specific Client is based upon the objectives stated by the Client during consultations. The Client may change these objectives at any time. Each Client executes a Risk Tolerance questionnaire that documents their objectives and their desired investment strategy.

Other strategies may include long-term purchases, short-term purchases, trading, and option writing (including covered options, uncovered options or spreading strategies).

All investment programs have certain risks that are borne by the investor. Fundamental analysis may involve interest rate risk, market risk, business risk, and financial risk. Risks involved in technical analysis are inflation risk, reinvestment risk, and market risk. Cyclical analysis involves inflation risk, market risk, and currency risk.

Generally, the market value of equity stocks will fluctuate with market conditions, and small-stock prices generally will fluctuate more than large-stock prices. The market value of fixed income securities will generally fluctuate inversely with interest rates and other market conditions prior to maturity. Fixed income securities are obligations of the issuer to make payments of principal and/or interest on future dates, and include, among other securities: bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, or by a non-U.S. government or one of its agencies or instrumentalities; municipal securities; and mortgage-backed and asset-backed securities. These securities may pay fixed, variable, or floating rates of interest, and may include zero coupon obligations and inflation-linked fixed income securities. The value of longer duration fixed income securities will generally fluctuate more than shorter duration fixed income securities. Investments in overseas markets also pose special risks, including currency fluctuation and political risks, and it may be more volatile than that of a U.S. only investment. Such risks are generally intensified for investments in emerging markets. In addition, there is no assurance that a mutual fund or ETF will achieve its investment objective. Past performance of investments is no guarantee of future results.

Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks and should discuss these risks with BWA:

• Stock market risk, which is the chance that stock prices overall will decline. The market value of equity securities will generally fluctuate with market conditions. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Prices of equity securities tend to fluctuate over the short term as a result of factors affecting the individual companies, industries or the securities market as a whole. Equity securities generally have greater price volatility than fixed income securities.
• Sector risk, which is the chance that significant problems will affect a particular sector, or that returns from that sector will trail returns from the overall stock market. Daily fluctuations in specific market sectors are often more extreme than fluctuations in the overall market.
• Issuer risk, which is the risk that the value of a security will decline for reasons directly related to the issuer, such as management performance, financial leverage, and reduced demand for the issuer's goods or services.
• Non-diversification risk, which is the risk of focusing investments in a small number of issuers, industries or foreign currencies, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be.
• Value investing risk, which is the risk that value stocks not increase in price, not issue the anticipated stock dividends, or decline in price, either because the market fails to recognize the stock's intrinsic value, or because the expected value was misgauged. If the market does not recognize that the securities are undervalued, the prices of those securities might not appreciate as anticipated. They also may decline in price even though in theory they are already undervalued. Value stocks are typically less volatile than growth stocks, but may lag behind growth stocks in an up market.
• Smaller company risk, which is the risk that the value of securities issued by a smaller company will go up or down, sometimes rapidly and unpredictably as compared to more widely held securities. Investments in smaller companies are subject to greater levels of credit, market and issuer risk.
• Foreign (non-U.S.) investment risk, which is the risk that investing in foreign securities result in the portfolio experiencing more rapid and extreme changes in value than a portfolio that invests exclusively in securities of U.S. companies. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in the U.S. markets.
• Interest rate risk, which is the chance that prices of fixed income securities decline because of rising interest rates. Similarly, the income from fixed income securities may decline because of falling interest rates.
• Credit risk, which is the chance that an issuer of a fixed income security will fail to pay interest and principal in a timely manner, or that negative perceptions of the issuer's ability to make such payments will cause the price of that fixed income security to decline.
• Exchange Traded Fund (ETF) risk, which is the risk of an investment in an ETF, including the possible loss of principal. ETFs typically trade on a securities exchange and the prices of their shares fluctuate throughout the day based on supply and demand, which may not correlate to their net asset values. Although ETF shares will be listed on an exchange, there can be no guarantee that an active trading market will develop or continue. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. ETFs are also subject to secondary market trading risks. In addition, an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain securities in the secondary market, or discrepancies between the ETF and the index with respect to weighting of securities or number of securities held.
• Management risk, which is the risk that the investment techniques and risk analyses applied by BWA may not produce the desired results and that legislative, regulatory, or tax developments, affect the investment techniques available to BWA. There is no guarantee that a client's investment objectives will be achieved.
• Real Estate risk, which is the risk that an investor's investments in Real Estate Investment Trusts ("REITs") or real estate-linked derivative instruments will subject the investor to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. An investment in REITs or real estate-linked derivative instruments subject the investor to management and tax risks.
• Investment Companies ("Mutual Funds") risk, when an investor invests in mutual funds, the investor will bear additional expenses based on his/her pro rata share of the mutual fund's operating expenses, including the management fees. The risk of owning a mutual fund generally reflects the risks of owning the underlying investments the mutual fund holds.
• Commodity risk, generally commodity prices fluctuate for many reasons, including changes in market and economic conditions or political circumstances (especially of key energy-producing and consuming countries), the impact of weather on demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation (agricultural, trade, fiscal, monetary and exchange control), international politics, policies of OPEC, taxation and the availability of local, intrastate and interstate transportation systems and the emotions of the marketplace. The risk of loss in trading commodities can be substantial.
• Cybersecurity risk, which is the risk related to unauthorized access to the systems and networks of BWA and its service providers. The computer systems, networks and devices used by BWA and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or other compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issues of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers and other financial institutions; and other parties. In addition, substantial costs may be incurred by those entities in order to prevent any cybersecurity breaches in the future.
• Alternative Investments / Private Funds risk, investing in alternative investments is speculative, not suitable for all clients, and intended for experienced and sophisticated investors who are willing to bear the high economic risks of the investment, which can include:
  • loss of all or a substantial portion of the investment due to leveraging, short-selling or other speculative investment practices;
  • lack of liquidity in that there may be no secondary market for the investment and none expected to develop;
  • volatility of returns;
  • restrictions on transferring interests in the investment;
  • potential lack of diversification and resulting higher risk due to concentration of trading authority when a single adviser is utilized;
  • absence of information regarding valuations and pricing;
  • delays in tax reporting;
  • less regulation and higher fees than mutual funds;
  • risks associated with the operations, personnel, and processes of the manager of the funds investing in alternative investments.
• Closed-End Funds risk, Closed-end funds typically use a high degree of leverage. They may be diversified or non-diversified. Risks associated with closed-end fund investments include liquidity risk, credit risk, volatility and the risk of magnified losses resulting from the use of leverage. Additionally, closed-end funds may trade below their net asset value.
• Structured Notes risk –
  • Complexity. Structured notes are complex financial instruments. Clients should understand the reference asset(s) or index(es) and determine how the note's payoff structure incorporates such reference asset(s) or index(es) in calculating the note's performance. This payoff calculation may include leverage multiplied on the performance of the reference asset or index, protection from losses should the reference asset or index produce negative returns, and fees. Structured notes may have complicated payoff structures that can make it difficult for clients to accurately assess their value, risk and potential for growth through the term of the structured note. Determining the performance of each note can be complex and this calculation can vary significantly from note to note depending on the structure. Notes can be structured in a wide variety of ways. Payoff structures can be leveraged, inverse, or inverse-leveraged, which may result in larger returns or losses. Clients should carefully read the prospectus for a structured note to fully understand how the payoff on a note will be calculated and discuss these issues with BWA.
  • Market risk. Some structured notes provide for the repayment of principal at maturity, which is often referred to as "principal protection." This principal protection is subject to the credit risk of the issuing financial institution. Many structured notes do not offer this feature. For structured notes that do not offer principal protection, the performance of the linked asset or index may cause clients to lose some, or all, of their principal. Depending on the nature of the linked asset or index, the market risk of the structured note may include changes in equity or commodity prices, changes in interest rates or foreign exchange rates, and/or market volatility.
  • Issuance price and note value. The price of a structured note at issuance will likely be higher than the fair value of the structured note on the date of issuance. Issuers now generally disclose an estimated value of the structured note on the cover page of the offering prospectus, allowing investors to gauge the difference between the issuer's estimated value of the note and the issuance price. The estimated value of the notes is likely lower than the issuance price of the note to investors because issuers include the costs for selling, structuring and/or hedging the exposure on the note in the initial price of their notes. After issuance, structured notes may not be re-sold on a daily basis and thus may be difficult to value given their complexity.
  • Liquidity. The ability to trade or sell structured notes in a secondary market is often very limited, as structured notes (other than exchange-traded notes known as ETNs) are not listed for trading on securities exchanges. As a result, the only potential buyer for a structured note may be the issuing financial institution's broker-dealer affiliate or the broker-dealer distributor of the structured note. In addition, issuers often specifically disclaim their intention to repurchase or make markets in the notes they issue. Clients should, therefore, be prepared to hold a structured note to its maturity date, or risk selling the note at a discount to its value at the time of sale.
  • Credit risk. Structured notes are unsecured debt obligations of the issuer, meaning that the issuer is obligated to make payments on the notes as promised. These promises, including any principal protection, are only as good as the financial health of the structured note issuer. If the structured note issuer defaults on these obligations, investors may lose some, or all, of the principal amount they invested in the structured notes as well as any other payments that may be due on the structured notes.

There also are risks surrounding various insurance products that are recommended to BWA clients from time to time. Such risks include, but are not limited to loss of premiums. Prior to purchasing any insurance product, clients should carefully read the policy and applicable disclosure documents.

Clients are advised that they should only commit assets for management that can be invested for the long term, that volatility from investing can occur, and that all investing is subject to risk. BWA does not guarantee the future performance of a client's portfolio, as investing in securities involves the risk of loss that clients should be prepared to bear.

Past performance of a security or a fund is not necessarily indicative of future performance or risk of loss.

BWA and its management have not been involved in any criminal or civil action.

BWA and Mr. Bauman were subject to an Administrative Consent Order in April 2021 for a failure to maintain accurate financial books and records that comply with GAAP accounting principles. BWA and Mr. Bauman were ordered to pay a $2500.00 fine and to cease from future violations. Please see Nevada File No. CIC20-116.

BWA and its management have not been involved in any self-regulatory organization enforcement proceedings.

Neither BWA nor any of its employees are registered representatives of a broker-dealer.

Neither BWA nor its employees are registered or has an application pending to register as a futures commission merchant, commodity pool operator, or a commodity trading advisor.

Bauman Financial Group, LLC is owned by Todd Bauman, owner of Bauman Wealth Advisors. Bauman Financial Group offers insurance products to our clients as licensed insurance professionals. Such persons earn commission-based compensation for selling insurance products to clients. Insurance commissions earned by advisory persons who are insurance professionals are separate from and in addition to BWA's advisory fee. This practice presents a conflict of interest as an advisory person who is an insurance professional has an incentive to recommend insurance products for the purpose of generating commissions rather than solely based on client needs. BWA addresses this conflict through disclosure and strives to make recommendations which are in the best interests of its clients. Clients are under no obligation to purchase insurance products through any person affiliated with BWA. BWA's clients should understand that lower fees and/or commissions for comparable services may be available from other insurance providers. Client data may be shared if the client has an advisory relationship with BWA and utilizes Bauman Financial Group for their services. If clients do not utilize both services, their information is not shared between the groups.

Bauman Tax Solutions, LLC is owned by Todd Bauman, owner of Bauman Wealth Advisors. Bauman Tax Solutions specializes in preparing and filing individual and corporate tax returns and offers these services to our clients for a fee based on forms and complexity. The service is not exclusive to BWA clients, nor must a client have an advisory account with BWA. BWA Clients are under no obligation to utilize Bauman Tax Solutions. BWA employees may recommend Bauman Tax Solutions to our clients, and as a result a conflict of interest may exist to the extent that BWA clients utilize the tax preparation and planning services and the owner of BWA would directly benefit from the receipt of service fees paid by customers. Client data may be shared if the client has an advisory relationship with BWA and utilizes Bauman Tax Solutions for their services. If clients do not utilize both services, their information is not shared between the groups.

APA, LLC dba Asset Protection of America, is owned by Todd Bauman, owner of Bauman Wealth Advisors. APA is licensed in document preparation, with a focus on estate documents. This service is not exclusive to BWA clients, nor must a client have an advisory account with BWA. BWA Clients are under no obligation to utilize this service. BWA employees may recommend Asset Protection of America to our clients, and as a result a conflict of interest may exist to the extent that BWA clients utilize the document preparation services and the owner of BWA would directly benefit from the receipt of service fees paid by customers. Client data may be shared if the client has an advisory relationship with BWA and utilizes Bauman APA for their services. If clients do not utilize both services, their information is not shared between the groups.

The employees of BWA have committed to a Code of Ethics ("Code"). The purpose of our Code is to set forth standards of conduct expected of BWA employees and addresses conflicts that may arise. The Code defines acceptable behavior for employees of BWA. The Code reflects BWA and its supervised persons' responsibility to act in the best interest of their Client.

One area which the Code addresses is when employees buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our Clients. We do not allow any employees to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our Clients.

BWA's policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other employee, officer or director of BWA may recommend any transaction in a security or its derivative to advisory Clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security.

BWA's Code is based on the guiding principle that the interests of the Client are our top priority. BWA's officers, directors, advisors, and other employees have a fiduciary duty to our Clients and must diligently perform that duty to maintain the complete trust and confidence of our Clients. When a conflict arises, it is our obligation to put the Client's interests over the interests of either employees or the company.

The Code applies to "access" persons. "Access" persons are employees who have access to non-public information regarding any Clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public.

The firm will provide a copy of the Code of Ethics to any Client or prospective Client upon request.

BWA and its employees do not recommend to Clients securities in which we have a material financial interest.

BWA employees may buy or sell securities that are also held by Clients. In order to mitigate conflicts of interest such as front running, employees are required to disclose all reportable securities transactions as well as provide BWA with copies of their brokerage statements.

The Chief Executive Officer of BWA is Todd Bauman. He reviews all employee trades monthly. The personal trading reviews ensure that the personal trading of employees does not affect the markets and that Clients of the firm receive preferential treatment over employee transactions.

BWA does not maintain a firm proprietary trading account and does not have a material financial interest in any securities being recommended and therefore no conflicts of interest exist. However, BWA employees may buy or sell securities that are also held by Clients. In order to mitigate conflicts of interest such as front running, employees are required to disclose all reportable securities transactions as well as provide BWA with copies of their brokerage statements.

The Chief Executive Officer of BWA is Todd Bauman. He reviews all employee trades monthly. The personal trading reviews ensure that the personal trading of employees does not affect the markets and that Clients of the firm receive preferential treatment over employee transactions.

BWA may recommend the use of a particular broker-dealer or may utilize a broker-dealer of the Client's choosing. BWA will select appropriate brokers based on a number of factors including but not limited to their relatively low transaction fees and reporting ability.

BWA relies on its broker to provide its execution services at the best prices available. Lower fees for comparable services may be available from other sources. Clients pay for any and all custodial fees in addition to the advisory fee charged by BWA. BWA is not affiliated with the brokerage firm. Broker does not supervise the advisor, its agents, or activities.

BWA generally recommends the use of Charles Schwab & Co, Inc. ("Schwab"), an unaffiliated broker/dealer custodians (a "BD/Custodian") with which BWA has an institutional relationship.

In making BD/Custodian recommendations, BWA will consider a number of judgmental factors, including, without limitation: 1) clearance and settlement capabilities; 2) quality of confirmations and account statements; 3) the ability of the BD/Custodian to settle the trade promptly and accurately; 4) the financial standing, reputation and integrity of the BD/Custodian; 5) the BD/Custodian's access to markets, research capabilities, market knowledge, and any "value added" characteristics; 6) BWA's past experience with the BD/Custodian; and 7) BWA's past experience with similar trades. Recognizing the value of these factors, clients may pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction.

• Directed Brokerage
  In circumstances where a Client directs BWA to use a certain broker-dealer, BWA still has a fiduciary duty to its Clients. The following may apply with Directed Brokerage: BWA's inability to negotiate commissions, to obtain volume discounts, there may be a disparity in commission charges among Clients, and potential conflicts of interests arising from brokerage firm referrals.
• Brokerage for Client Referrals
  BWA does not receive client referrals from any custodian or third party in exchange for using that broker-dealer or third party.
• Best Execution
  Investment advisors who manage or supervise Client portfolios on a discretionary basis have a fiduciary obligation of best execution. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is effected, the ability to effect the transaction where a large block is involved, the operational facilities of the broker-dealer, the value of an ongoing relationship with such broker and the financial strength and stability of the broker. The firm does not receive any portion of the trading fees.

BWA's goal is to execute trades seamlessly and in the best interests of the client. In the event a trade error occurs, BWA endeavors to identify the error in a timely manner, correct the error so that the client's account is in the position it would have been had the error not occurred, and, after evaluating the error, assess what action(s) might be necessary to prevent a recurrence of similar errors in the future.

Trade errors generally are corrected through the use of a "trade error" account or similar account at Schwab. In the event an error is made in a client account custodied elsewhere or otherwise subject to a trade at a broker-dealer other than Schwab, BWA works directly with the broker in question to take corrective action. In all cases, BWA will take the appropriate measures to return the client's account to its intended position.

To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which the Firm's supervised persons may invest, the Firm will generally do so in a fair equitable manner in accordance with applicable rules promulgated under the Advisers Act and guidance provided by the staff of the SEC and consistent with policies and procedures established by the Firm.

Account reviews are performed quarterly by advisor Todd Bauman, Chief Compliance Officer. Account reviews are performed more frequently when market conditions dictate. Financial Plans are considered complete when recommendations are delivered to the Client and a review is done only upon request of Client.

Other conditions that may trigger a review of Client's accounts are changes in the tax laws, new investment information, and changes in a Client's own situation. Clients are encouraged to notify Velaris of any changes in his/her personal financial situation that might affect his/her investment needs, objectives, or time horizon.

Clients receive account statements no less than quarterly for managed accounts. Account statements are issued by the Advisor's qualified custodian. Client receives confirmations of each transaction in account from Custodian and an additional statement during any month in which a transaction occurs, unless confirmations have been waived.

BWA may also determine to provide account statements and other reporting to clients on a periodic basis. Clients are urged to carefully review all custodial account statements and compare them to any statements and reports provided by BWA. BWA statements and reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

BWA does not receive benefits from third parties for providing investment advice to clients.

BWA does not enter into agreements with individuals or organizations for referral of clients.

All assets are held at qualified custodians, which means the custodians provide account statements directly to Clients at their address of record at least quarterly. Clients are urged to carefully compare the account statements received directly from their custodians to any documentation or reports prepared by BWA. BWA is not affiliated with the custodian. The custodian does not supervise the advisor, its agents, or activities.

BWA is deemed to have constructive custody over client accounts where it is able to deduct fees directly from the account. Additionally, certain clients have signed, and can in the future, sign a Standing Letter of Authorization (SLOA) that gives the firm the authority to transfer funds to a third-party as directed by the client in the SLOA. In these cases, the Firm has constructive custody of those assets. Firms with custody must take the following steps: 1. Ensure clients' managed assets are maintained by a qualified custodian; 2. Have a reasonable belief, after due inquiry, that the qualified custodian will deliver an account statement directly to the client at least quarterly; 3. Confirm that account statements from the custodian contain all transactions that took place in the client's account during the period covered and reflect the deduction of advisory fees; and 4. Obtain a surprise audit by an independent accountant on the clients' accounts for which the advisory firm is deemed to have custody. However, the rules governing the direct debit of client fees and SLOAs exempts the Firm from the surprise audit rules if certain conditions (in addition to steps 1 through 3 above) are met. Those conditions are as follows: 1. When debiting fees from client accounts, the firm must receive written authorization from clients permitting advisory fees to be deducted from the client's account. 2. In the case of SLOAs, the Firm must: (i) confirm that the name and address of the third party is included in the SLOA, (ii) document that the third-party receiving the transfer is not related to the firm, and (ii) ensure that certain requirements are being performed by the qualified custodian.

BWA accepts discretionary authority to manage securities accounts on behalf of Clients. BWA has the authority to determine, without obtaining specific Client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. However, BWA consults with the Client prior to each trade to obtain concurrence if a blanket trading authorization has not been given.

The Client approves the custodian to be used and the commission rates paid to the custodian. BWA does not receive any portion of the transaction fees or commissions paid by the Client to the custodian on certain trades.

BWA does not accept the authority to and does not vote proxies on securities on behalf of Clients. Clients retain the responsibility for receiving and voting proxies for all and any securities maintained in client portfolios.

BWA is not required to disclose any financial information pursuant to this item because BWA does not require or solicit prepayment of fees of more than $1200 per Client six months or more in advance.

BWA is unaware of any financial condition that is reasonably likely to impair our ability to meet contractual commitments relating to its discretionary authority over certain Client accounts.

Neither BWA nor its management has ever had any bankruptcy petitions.