Item 2: Summary of Material Changes

Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If 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 our last update on May 1, 2025, we have updated information regarding the referral arrangements and our use of Private Fund investment options.

Item 3: Table of Contents

• Item 2: Summary of Material Changes
• Item 3: Table of Contents
• Item 4: Advisory Business
• Item 5: Fees and Compensation
• Item 6: Performance-Based Fees and Side-By-Side Management
• Item 7: Types of Clients
• Item 8: Methods of Analysis, Investment Strategies and Risk of Loss
• 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

Item 4: Advisory Business

Description of Firm

IMA Advisory Services, Inc. (“IMA Advisory Services”, “IMA Private Wealth”, “we”, or “us”) is a registered investment adviser headquartered in Denver, Colorado, with offices throughout the United States. We are organized as a corporation under the laws of the State of Kansas and have been providing investment advisory services since 1999. As of October 2023, we are wholly owned by IMA Advisors, a wholly owned subsidiary of IMA Financial Group, Inc.

This disclosure brochure describes our wealth management services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to an individual’s specific needs.

Services Described in this Brochure

IMA Advisory Services has three brochures describing our services. This brochure focuses on our wealth management and financial planning services. Advisory services provided to employers on qualified and non-qualified retirement plans, or services provided to endowments, foundations and non-profit organizations are described in separate brochures. If you are interested in receiving the brochure that describes our other services, please contact our office at 316.266.6574.

Advisory Services

IMA Private Wealth offers the following services as an investment adviser: wealth management services (asset management),financial planning, and use of unaffiliated third-party money managers through Envestnet’s Unified Managed Account (UMA) program. We provide access to a broad range of clients including individuals, high net worth individuals, trusts, estates, pension and profit-sharing plans, charitable organizations and corporations.

ASSET MANAGEMENT

We make investments decisions or provide advice to clients based on their individual needs. We typically provide these services on a discretionary basis, meaning we will determine the specific securities, and the amount of securities, to be purchased or sold for your account without prior approval for each transaction. We also accept non-discretionary accounts. All recommendations and trades are made in accordance with each client’s investment objectives and goals. We allow clients to place reasonable restrictions on their discretionary accounts (see Item 16). Clients may also seek our advice on a client’s investment in a private fund (“Private Funds”) sponsored and managed by unaffiliated managers (the “Fund Sponsors”).

Financial Planning Services

As an integrated part of our investment management services, we offer financial planning primarily using MoneyGuide Pro© and other related software. We offer the following financial planning services depending on the client’s situation: cash flow analysis, budgeting, retirement needs, asset allocation consulting, education funding, tax efficiency, charitable giving, estate considerations, wealth transfer, and other goals or special needs. With respect to our limited financial planning services, clients are free to accept or reject any of our recommendations, and clients alone have the authority to implement any of our recommendations. With respect to estate and tax planning, our role is limited to consulting and facilitating with clients and their other professional advisors. We do not offer legal or tax advice.

When the financial planning engagement is independent of an investment management relationship, the engagement begins with defining the scope of the engagement and services to be included and confirmed in an agreement. Advice and planning provided during a financial planning only engagement are not implemented by IMA Private Wealth as part of the engagement.

Limitations of Financial Planning and Non-Investment Consulting or Referral Services: To the extent requested by the client, IMA Private Wealth will generally provide limited financial planning and related consulting services regarding non-investment-related matters, such as tax and estate planning, insurance, etc.

IMA Private Wealth does not serve as an attorney, accountant, or insurance agent, and you should not construe any part of our services as such. Accordingly, IMA Private Wealth does not prepare legal documents, or prepare tax returns. Upon request, we can refer a client to other professionals such as attorneys, accountants, or insurance agents, including to affiliated agencies. The client retains absolute discretion to make any engagement decisions and has no obligation to engage any professional to whom we make a referral. The client is free to accept or reject any recommendation from IMA Private Wealth or its representatives. If the client engages any professional (i.e., attorney, accountant, insurance agent, etc.), whether or not referred by IMA Private Wealth, and a dispute later arises related to that engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged professional[s] (i.e., attorney, accountant, insurance agent, etc.), and not IMA Private Wealth, is responsible for the quality and competency of the services provided.

UMA/SMA Program

Through arrangements with third-party service providers, we have access to third-party investment models, third-party investment managers, mutual funds, exchange traded funds, portfolio maintenance tools and portfolio trade order processing services as needed to achieve your financial and investment objectives.

As part of these discretionary management services, we will assist you in selecting a third-party investment program and the selection of third-party manager(s) in which to invest after gathering information about your financial situation and objectives. We will remain responsible for the continuous monitoring and ongoing management of your investment account based on the most recent statement of investment objectives you have provided us in writing.

We will grant the active discretionary management of all or part of your investment account to one or more independent investment managers and/or investment management programs (“Third-Party Managers”) based on your stated investment objectives. Discretionary authorization will permit the Third-Party Managers to buy, sell, exchange, convert or otherwise trade in any securities and to further delegate such discretionary authority to other Third-Party Managers.

You will have the opportunity to place reasonable restrictions on the management of your account(s), or modify existing restrictions. You must provide these restrictions and/or modifications to us in writing.

Review & Monitoring of Third-Party Managers and Private Funds

Prior to making any recommendations with respect to a Third-Party or Private Fund, the individual advisor will collect (or update, if already collected) the suitability information. Your Portfolio Managers will monitor the Third-Party accounts, and any reports from the Third-Party Manager or Fund Sponsor and performance to ensure its management and investment style remains aligned with your investment goals and objectives. At least annually, your Portfolio Managers will review performance of the portfolio against targets, and assess Third-Party’s or Fund Sponsor’s overall management, and whether to recommend reallocation of your assets.

Types of Investments

For portfolios for which we serve as portfolio manager, assets may be invested in mutual funds; money market funds; exchange-traded funds (“ETFs”); common and preferred stocks; REITs; security options; real estate partnerships; corporate debts; municipal securities; and if appropriate, “sweep” arrangements where cash balances are transferred into money market funds; money market deposit accounts, or bank accounts for cash management purposes, which may be advised by or maintained with the account’s qualified custodian. Our investment strategy and any liquidity needs and investment restrictions imposed by the client will affect the specific types of investments we purchase or recommend for the clients account.

Additionally, we may advise you on various types of investments based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship.

Since our investment strategies and advice are based on each client’s specific financial situation, the investment advice we provide to you may be different or conflict with the advice we give to other clients regarding the same security or investment.

Retirement Rollovers and Potential for Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan and may choose a combination of these options: (I) leave the money in the former employer’s plan, if permitted, (ii) roll the assets into a new employer’s plan, if one is available and rollovers are permitted, (iii) roll the assets into an Individual Retirement Account (IRA), or (iv) cash out the account value (which could result in adverse tax consequences). If IMA Private Wealth recommends that a client roll over retirement plan assets into an account to be managed by IMA Private Wealth, that recommendation creates a conflict of interest when IMA Private Wealth will earn new or increased compensation from the rollover. When acting in such capacity, IMA Private Wealth serves as a fiduciary under the Employee Retirement Income Security Act (ERISA), the Internal Revenue Code, or both. No client is under any obligation to roll over retirement plan assets to an account managed by IMA Private Wealth. IMA Private Wealth’s Chief Compliance Officer is available to address any questions that a client or prospective client has about the potential for conflict of interest presented by such rollover recommendations.

Investment Risk: Different types of investments involve different degrees of risk. Clients should not assume that future performance of any specific investment or investment strategy (including the investments and investment strategies recommended or undertaken by IMA Private Wealth) will be profitable or achieve any specific performance level.

Portfolio Activity: IMA Private Wealth has a fiduciary duty to provide services consistent with the client’s best interest. IMA Private Wealth will review client portfolios on an ongoing basis to determine whether any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions or withdrawals, or a change in the client’s investment objective. Based upon these factors, there can be extended periods of time when IMA Private Wealth determines that changes to a client’s portfolio are neither necessary nor prudent. Clients remain subject to the fees described in Item 5 below during periods of account inactivity.

Client Obligations: In performing our services, IMA Private Wealth shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is responsible for promptly notifying IMA Private Wealth of changes in the client’s financial situation or investment objectives so that we can review, evaluate, and potentially revise our recommendations or services.

Cash Positions: IMA Private Wealth continues to treat cash as an asset class. As such, all cash positions (money markets, etc.) are included as assets under management for purposes of calculating IMA Private Wealth’s advisory fee, unless specifically agreed otherwise by IMA Private Wealth. At any specific point in time, depending upon perceived or anticipated market conditions or events, IMA Private Wealth may keep cash positions for defensive purposes. While assets are kept in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, IMA Private Wealth’s advisory fee could exceed the interest paid by the client’s money market fund. IMA Private Wealth’s Chief Compliance Officer remains available to address any questions that a client or prospective client has about the above fee billing practice.

Unaffiliated Private Investment Funds: IMA Private Wealth also provides investment advice regarding private investment funds. IMA Private Wealth recommend that certain qualified clients consider an investment in private investment funds, the description of which (the terms, conditions, risks, conflicts, and fees, including incentive compensation) is in the fund’s offering documents. If a client decides to invest in an unaffiliated private fund, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of IMA Private Wealth calculating its investment advisory fee. IMA Private Wealth’s fee shall be in addition to the fund’s fees. IMA Private Wealth’s clients are under absolutely no obligation to consider or make an investment in any private investment fund(s).

Please Note: Private investment funds generally involve various risk factors, including but not limited to potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he or she is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment.

Please also note, Valuation: If IMA Private Wealth displays private investment funds owned by the client on any supplemental account reports prepared by IMA Private Wealth, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor. However, if the fund has not provided an updated valuation after purchase, the valuation shall reflect the initial purchase price until the fund provides an updated valuation.

Please also note: As a result of the valuation process, if the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s fund holding(s) could be significantly more or less than the value reflected on the report. Unless otherwise indicated, IMA Private Wealth shall calculate its fee based upon the most recent value provided by the fund sponsor.

Assets Under Management

As of December 31, 2025, IMAAS maintains total regulatory assets under management of $3,901,795,952 of which $557,197,021 are non-discretionary.

Assets Under Advisement (“AUA”) may appear in client and sales materials in addition to IMAAS’ regulatory Assets Under Management (“AUM”). AUA is presented when, due to the nature of the contractual agreements with certain clients, we provide consultative advice to our clients in a non-discretionary capacity and do not maintain discretionary authority over the clients’ portfolios(s). In such relationships, the clients maintain the ability and authority to manage and allocate assets within their own portfolio(s) independent of our advice. Therefore, these clients are not reflected within regulatory assets under management. Instead, these engagements are represented as part of our AUA. In the instance that AUA is listed in client or sales materials it will be accompanied by relevant disclosure indicating how AUA has been calculated.

Item 5: Fees and Compensation

Asset Management Services

We typically charge an annual fee for wealth management services as a percentage of assets under management. We occasionally agree to enter into a fee arrangement other than one based upon a percentage of assets under management. his decision is based on the amount of assets under management and the nature of the services to be provided.

Our advisory fees vary by service provided and will not exceed an annual fee of 1.25%. Advisory fees may be negotiable at the sole discretion of the Advisor. In addition, a separate administrative fee beginning at 0.05% is charged which covers the firm’s technology platforms used for billing, reporting, research, reports, models and other services, including accessing a wide field of money managers. Additional platform fees may be assessed by our platform provider for additional services selected by you. All fees will be disclosed in your Statement of Investment Selection. Each account shall be subject to a $10 minimum quarterly technology platform fee ($40 annually). To the extent that the overall quarterly fee assessed on each account is less than $10, the difference shall be assessed and charged to the client. This fee may be waived at the sole discretion of the Advisor.

The way we bill for fees is established in our written agreement with you. We bill our fees in advance on a quarterly basis. You can either authorize us to deduct our fee from your account or you can direct us to bill you directly for our fees.

Fee Dispersion: IMA Private Wealth, in its discretion, will sometimes reduce its investment advisory fee, charge a flat fee, waive its fee entirely, or charge fees on a different interval based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.).

Certain clients may be subject to legacy fees or other arrangements. We retain the right to provide services to related persons of IMA Advisory Services and its affiliates at rates that are not made available to other clients.

Please Note: As a result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees.

Fee adjustments: Our fees for managed accounts are prorated for each addition and withdrawal made during the applicable calendar quarter (apart from contributions and withdrawals of less than $25,000).

Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians or broker-dealers, including but not limited to any transaction charges such as trading costs. Clients will also be responsible for any interest charges or other costs associated with margin loans or other secured loans. We have contracted with a service provider to provide securities class-action services to our clients with accounts at certain custodians. The service provider will conduct research and file claims on behalf of those clients in securities class actions in which they might be entitled to recovery. The service provider will keep 15% of any recovery as its fee for services. Clients can opt out of this service. If clients opt out, they will be solely responsible for filing claims in any class action in which they may be eligible for recovery.

Mutual Fund and ETF Fees: Most mutual funds and exchange-traded funds are available directly to the public. Thus, a client could invest in a mutual fund directly, without engaging IMA Private Wealth. In that case, the client would not receive our investment advisory services. In addition to IMA Private Wealth’s investment management fee described above, and transaction and custodial fees discussed below in (See Item 15), clients will also incur, relative to all mutual fund and ETF purchases, charges imposed at the fund level (e.g., management fees and other fund expenses).

Financial Planning Services

Our fees for financial planning are stated in the engagement agreement and are subject to negotiation.

Fees for Third Party Managers and Private Funds

Third Party Managers and Private Funds are able to establish their own fee and refund policies, which may differ materially from IMA Private Wealth, and which we do not control or influence. The policies of the Third Party Managers and Fund Sponsors will control when such fees and refunds are paid.

Third Party Managers

Management fees charged by Third Party Manager for investment management and related services are in addition to the advisory fees payable to IMA Private Wealth.

From time to time, we may recommend Third-Party Managers to manage all or a portion of client accounts on a discretionary basis. Each Third Party Manager will assess an additional advisory fee, which will be disclosed, in advance, in the client’s advisory agreement along with any corresponding platform fees. Additional information regarding the Third Party Manager’s advisory and/or platform fees will be disclosed in the current Form ADV Part 2A Brochure of the Third Party Manager.

Private Funds

A client who chooses to invest in a private investment vehicle through IMA Private Wealth will pay additional fees. Typically, in addition to IMA Private Wealth’s fee, the client will pay fees to the fund manager that include administration and management fees, incentive fees or carried interest, and an additional administration or management fee to the access fund provider. We will provide additional more specific disclosures and engage in additional discussions before investing any client funds in private investments.

Brokerage and Investment Expenses

Client accounts will generally contain individual stocks, ETFs, and money market funds. They may also contain mutual funds, bonds, and other types of securities. Although many of the mutual funds are “load-waived” investments, clients should expect that their account will incur some or all of the brokerage and investment expenses described below. Client accounts will pay their custodian transaction-related fees for each transaction, and for some transactions, will also pay other costs that could significantly increase your overall expenses and decrease any profits from these programs.

Following are examples of some of the types of fees and expenses that are included in the brokerage and investment expenses:

• per-trade principal trade mark-up/mark-downs, and other transaction-related costs paid to introducing and executing brokers (including its clearing firm, the Custodian and its affiliates), stock exchanges, electronic communications networks, and other trading intermediaries involved in executing account transactions to buy or sell securities;
• odd lot charges, transfer and other taxes, floor brokerage fees, service, handling, delivery, and mailing fees, electronic wire transfer fees, currency exchange fees, margin interest, and other expenses related to investments made or assets held for the client’s account;

• dealer spread (mark-up/mark-down) incurred when securities are purchased on principal basis, rather than on an “agency basis” (where a commission would be charged); fixed income securities tend to be bought and sold more frequently on a principal basis, so accounts that invest more frequently in fixed income securities may incur the cost of the dealer mark-up/down for each purchase and sale; and
• service, handling, delivery, and mailing fees, electronic wire transfer fees, and other miscellaneous expenses related to the client’s account.

Cash Management Fees and Expenses

Cash in a client’s account that is awaiting investment or reinvestment may be invested in cash balance, money market fund, or deposit account at the custodian (or their affiliate), pursuant to an automatic cash “sweep” program. clients should refer to the Prospectus and Statements of Additional Information of the money market funds in which they invest for further information regarding such payments.

Custodial Expenses

We will not have possession of managed assets. Managed assets must be maintained in an account under client’s name with a custodian designated for their account (the “Custodian”). The custodial account will be governed by a separate agreement (a “Custodial Agreement”) between the client and each custodian, and the client will be solely responsible for negotiating the terms of such agreement. The custodial account will bear all fees and expenses of the Custodian and of transactions for such account, according to the Custodian Agreement, all of which will be separate from and in addition to the advisory fees payable to us under the Advisory Agreement. Clients must pay the cost of services provided by the Custodian for (1) arranging for the receipt and delivery of securities that are purchased, sold, borrowed or loaned for the custodial account; (2) making and receiving payments with respect to custodial account transactions and securities; (3) maintaining custody of custodial account securities; and (4) maintaining custody of cash, receiving dividends, and processing exchanges, distributions, and rights accruing to the custodial account. The specific fees and terms of each Custodian’s services are described in the client’s separate Custodial Agreement(s).

Margin Account – Risks and Conflict of Interest: IMA Private Wealth does not recommend the use of margin for investment purposes. A margin account is a brokerage account that allows investors to borrow money to buy securities or for other non-investment borrowing purposes. The broker or custodian charges the investor interest for the right to borrow money and uses the securities as collateral. By using borrowed funds, the customer is employing leverage that will magnify both account gains and losses. Should a client specifically request to use margin, IMA Private Wealth will consider the entire market value of the margined assets as managed; that is, IMA Private Wealth will not deduct the margin loan value from the managed asset value when computing its advisory fee. As a result, a conflict of interest arises since IMA Private Wealth may have an economic disincentive to recommend that the client terminate the use of margin.

Please Note: The use of margin can cause significant adverse financial consequences in the event of a market correction.

Termination of Advisory Agreements

An Advisory Agreement may be terminated by us or the client for any reason upon written notice to the other, as provided in the Advisory Agreement. If the Advisory Agreement is terminated, the client will receive a full refund of any prepaid fees prorated based on the number of days the Advisory Agreement was in effect during such calendar period, within 30 days. Any unpaid advisory fees owed to us will become immediately due and payable upon termination of the Advisory Agreement.

After an Advisory Agreement has been terminated, the client will be charged commissions, sales charges, and transaction, clearance, settlement, and custodial charges, at prevailing rates, by any executing or carrying broker-dealer. The client will be responsible for monitoring all transactions and assets and we will not have any obligation to monitor or make recommendations or take any further action with respect to any account or assets.

Item 6: Performance-Based Fees and Side-By-Side Management

We do not accept performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of a 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.

Item 7: Types of Clients

Asset Management and Financial Planning Services

We provide asset management and financial planning services to individuals, high net worth individuals, corporations, trusts, charitable organizations and foundations.

In general, we require a minimum amount of $50,000 to open and maintain an advisory account or enter into a financial planning agreement. This amount is negotiable at our discretion.

Third-Party Managers & Private Fund Services

Certain Third Party Managers or Private Funds may impose a higher minimum to open and maintain an advisory relationship.

Item 8: Methods of Analysis, Investment Strategies and Risk of Loss

Our Methods of Analysis and Investment Strategies

At IMA Private Wealth, we believe that long-term strategic asset allocation is a primary determinant of portfolio outcomes. As such we implement diversified investment portfolios that align risk and return objectives with client objectives and goals.

Working together, we will suggest an investment portfolio that we deem appropriate to the client’s individual circumstances and the relative long-term attractiveness of the various asset classes. We will work with you to align your investment accounts within your household’s risk tolerance.

Fundamental Analysis

Fundamental analysis involves analyzing a company’s income statement, financial statements and health, its management and competitive advantages, and its competitors and markets. The fundamental analysis school of thought maintains that markets may misprice a security in the short run, however, that the “correct” price will eventually be reached. Profits can be made by trading the mispriced security and then waiting for the market to recognize its “mistake” and re-price the security. However, fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Therefore, unforeseen market conditions and company developments may result in significant price fluctuations that can lead to investor losses.

Modern Portfolio Theory

This investment philosophy refers to the process of seeking to reduce portfolio risk through systematic diversification across and within various asset classes. Implementation of Modern Portfolio Theory often emphasizes the analysis of asset classes and the fund managers in the selection of investments to comprise portfolios, with additional consideration of market and economic factors when considering the specific allocations and weightings within each portfolio, as well as decisions affecting changes in portfolio investments, allocations, and weightings.

Our investment strategies and advice may vary depending upon each client’s holistic specific financial situation. We first determine your risk tolerance, at the household level, before assigning investment strategies to your accounts. As a result, your household risk profile may be comprised of accounts with varying risk profiles based on the characteristics of different account types. We determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial information, liquidity needs and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. It is important that you notify us immediately with respect to any material changes to your financial circumstances, including for example, a change in your current or expected income level, tax circumstances, or employment status.

We use risk based portfolios that will be similar across clients: However, we take the time and expend the effort to ensure each of our clients’ portfolios is managed with their unique set of circumstances considered. Therefore, it is important that you discuss these strategies and risks with us as they may or may not apply to how your particular portfolio is being managed.

We will work with clients and prospective clients to determine an appropriate asset allocation-based portfolio consisting of stocks, bonds, cash and other investments. Asset allocation means determining an approximate percentage of each asset class to be used as long-term guidelines, based on individual clients’ unique set of circumstances. This involves, but is not limited to, age, net worth, legacy assets, dependents, future funding needs, cash flow needs, investable asset base, and risk assessment. The risk assessment is the combination of the client’s ability to take risk and the client’s desire for risk. For example, you may want to be very aggressive but if you have a lot of dependents, little money or high need for income you may not have much ability to be exposed to significant price volatility. Conversely, you may have a high liquid net worth, but are just simply uncomfortable with a lot of exposure to the stock market (low desire for risk). Tactical decisions (shorter-term in nature) may be employed to take advantage of temporary changes in the investment opportunity set.

We monitor a wide variety of variables including broad economic trends and financial markets worldwide in order to identify both risks and long-term opportunities. However, economic outcomes and financial market prices are notoriously unpredictable. Thus, our investment decisions are based primarily on long-term, fundamental, considerations, not market timing or economic forecasts.

We pursue a long-term investment philosophy and, therefore, investments are made with a several year time horizon and turnover tends to be low. As a result, trading expenses and current period tax payments, where relevant, may be lowered.

In addition to common stocks and bonds, we invest our clients in mutual funds and ETFs in order to provide clients exposure to the desired investment opportunities. We examine the long-term experience and investment record of the mutual fund or ETF to evaluate the fund’s ability to successfully invest over the long-term and in different economic conditions. We also review the underlying assets in a mutual fund or ETF to determine whether there is significant overlap in the underlying investments held in other funds or as individual securities in the client’s portfolio. We also monitor the mutual funds and ETFs to determine whether they are continuing to follow their stated investment strategy.

Tax Considerations

Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you consult with a tax professional regarding the investing of your assets.

Custodians and broker-dealers must report the cost basis of equities acquired in client accounts. Your Custodian will default to the First-In First-Out (“FIFO”) accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement.

Recommendation of Particular Types of Securities

We recommend various types of securities, and we do not primarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with the investment. A description of some, however not all types of securities we may recommend to you and some of their inherent risks are provided below.

Mutual Funds and Exchange Traded Funds: Mutual funds and ETFs are professionally managed collective investment vehicles that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that invests in accordance with the fund’s investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs will be reduced by the costs to manage the funds. Also, while some mutual funds are “no load” and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns.

Municipal Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be “called” prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity.

Bonds: Corporate debt securities (or “bonds”) are typically safer investments than equity securities, however their risk can also vary widely based on the financial health of the issuer, the risk that the issuer might default, when the bond is set to mature, and whether or not the bond can be “called” prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return.

Third Party Managers & Private Funds

For Third Party Managers and Private Funds, we select and evaluate the Fund Sponsor or Third Party Manager in making the recommendation to the client and conduct ongoing monitoring of the Fund Sponsor or Third Party Manager.

We will not perform quantitative or qualitative analysis of individual securities within Private Funds. Instead, we will advise the client regarding allocation of their assets among the Fund Sponsors or Third Party Managers, and allocation of assets among various classes of securities.

The portfolio managers consider, but does not rely exclusively on, any research or performance information provided by the Fund Sponsor or Third Party Manager in reaching the decision to recommend a Fund Sponsor or Third Party Manager.

We do not audit, verify, or guarantee the accuracy, completeness, or methods of calculating any historic or future performance or other information provided by a Fund Sponsor or Third Party Manager. There is no assurance that the performance or other information from a Fund Sponsor or Third Party Manager, or other source is or will be calculated on any uniform or consistent basis or has been or will be calculated according to or based on any industry or other standards.

Other Tools & Analysis

We may also consider the results of analytics made available through Envestnet, provided by other non-affiliated investment advisers at no additional cost.

Risks for All Forms of Analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that inaccurate or misleading information will compromise our analysis. Moreover, securities are often priced on factors that cannot be predicted, such as emotional and behavioral factors of other market participants.

Use of Alternative Intelligence (“AI”) and Related Risks

We rely on certain third party service providers that use artificial intelligence (“AI”) tools in systems supporting research, data management, and other operational functions. Our personnel may also use AI enabled tools for operational and administrative purposes. We do not use AI to make or implement investment decisions, and all advisory judgments remain subject to human oversight.

AI tools may present risks, including errors resulting from inaccurate or incomplete data, potential model bias, programming flaws, or cybersecurity vulnerabilities. As regulatory expectations for AI continue to evolve, future rule changes may affect how AI can be used or supervised by investment advisers.
Because AI use is becoming more widespread across the financial industry, reliance on similar models or data sources may contribute to correlated or systemic risks, particularly during periods of market stress.

We mitigate these risks by maintaining human oversight of any activities involving AI and by assessing vendor controls, data handling practices, and system security.

Risk of Loss. Securities investments are not guaranteed, and you may lose some or all of your money on any of your investments. We ask that you communicate with us to help us understand your tolerance for risk.

Item 9: Disciplinary Information

We have no disciplinary information to report under this item.

Item 10: Other Financial Industry Activities and Affiliations

IMA Advisory Services, Inc. is owned by IMA Advisors which is wholly owned by IMA Financial Group, Inc. (“IMAFG”). IMA has numerous subsidiary corporations which are engaged in retail and wholesale and specialty insurance operations. If you need professional insurance services for yourself or your business, we will refer you to IMAFG and its subsidiaries. Should insurance products be purchased as a result of this referral, IMA Advisory Services, Inc. associated persons could be eligible to receive compensation for contributing to these sales. You are not obligated in any way to use IMAFG and its subsidiaries to purchase insurance products.

IMA Advisors is also the parent company to TRG Investment Advisers, LLC, (“TRGIA”). TRGIA provides investment advisory services to individuals and retirement plans. If you wish to engage these services, we will refer you to TRGIA. You are not obligated in any way to use TRGIA or the services they offer.

IMA Advisors is also the parent company to IMA Executive Benefits and Life Insurance LLC. (“IMA EXLI”) IMA EXLI and IMA Advisory Services are also each a registered insurance agency. Certain employees are licensed to sell life, health, disability, and long-term care insurance. As such, these employees may recommend that a client (in his or her separate capacity as an insurance customer) buy insurance products which are entirely separate from investments made for the client’s managed account. For these separate insurance recommendations, the employees will receive customary insurance compensation. Clients, however, are not under any obligation to engage these employees when considering implementation of insurance recommendations.

The possibility of receiving additional compensation from selling insurance products to a client provides an economic incentive for an employee to recommend these products based on the compensation to be received rather than on a client’s investment needs. This is a conflict of interest that clients should consider.

We have adopted the following steps to address this conflict of interest in this situation:

• we disclose the existence of the conflict of interest that arises from the incentive an employee has to earn additional compensation from recommending the purchase of insurance products over and above the advisory fees we receive, and we endeavor to act consistent with our fiduciary duty;
• we disclose to clients they have the right to decide whether or not to act on such recommendations;
• we request clients to provide and update material information regarding their personal and financial situation, and the investment objective, tolerance for risk, liquidity needs, and investment time horizon for the advisory account that will be managed by us, and we conduct regular reviews of account investments;
• we require that our employees seek prior approval of outside employment activity so that we may detect conflicts of interests and ensure such conflicts are properly addressed;
• we periodically ask employees to certify information regarding their disclosed outside employment activities; and
• we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients.

If you wish to purchase these products, we will offer them to you as an agent or producer of IMA EXLI or IMA Advisory Services’ insurance agency. If you purchase these products through IMA Advisory Services’ insurance agency our associated persons are eligible to receive a percentage of the commissions generated by these sales. These referrals and payments are made pursuant to agreements between IMA Advisory Services, and such individuals. You are not obligated to use IMA Advisory Services to purchase insurance products if you are a client of IMA Advisory Services.

Please see Item 14 (“Client Referrals and Other Compensation”) for information about other referral arrangements between IMA Advisory Services, Inc. and its affiliates.

Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

Description of Our Code of Ethics

We have adopted a Code of Ethics expressing our commitment to ethical conduct. Our Code of Ethics describes our fiduciary responsibilities to our clients, and our procedures in supervising the personal securities transactions of our supervised persons who have access to information regarding client recommendations or transactions (“access persons”).

A copy of our Code of Ethics is available to our clients and prospective clients. You may request our Code of Ethics by contacting us at the number listed on the cover page of this brochure.

We owe a duty of loyalty, fairness, and good faith towards our clients and have an obligation to adhere not only to the specific provisions of the Code of Ethics however also to the general principles that guide the Code. Our Code of Ethics includes policies and procedures for the review of our access persons’ quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by our access persons. Among other things, our Code of Ethics also requires the prior approval of any equity or fixed income securities transactions, any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering.

Our Code also provides for oversight, enforcement, and recordkeeping provisions. Our Chief Compliance Officer may grant exceptions to certain provisions contained in the Code where we reasonably believe the interests of our clients will not be materially adversely affected or compromised. Doubts arising in connection with personal securities trading should be resolved in favor of the client even at the personal expense of our employees.

Our Code of Ethics prohibits the misuse of material non-public information. While we do not believe that we have any access to material non-public information regarding publicly traded companies that would be subject to misuse, all employees are reminded that any such information may not be used in a personal or professional capacity. IMA Advisory Services. and its principals, officers, affiliates, employees, and advisors may act as investment adviser for others, may manage funds or capital for others, may have, make and maintain investments in its or their own names, or may serve as an officer, director, consultant, partner, or stockholder of one or more investment partnerships or other businesses, subject to compliance with our Code of Ethics. In doing so, IMA Advisory Services, or such persons may give advice, take action, and refrain from taking action, any of which may differ from advice given, action taken or not, or the timing of any action, for any particular client.

Protecting the confidentiality of our clients’ nonpublic information is important to us. We have instituted policies and procedures to ensure that nonpublic customer information is kept confidential. We do not disclose non-public personal information about our clients or former clients to any non-affiliated third parties, except as provided pursuant to our privacy policies or as required by or permitted by law. In the course of servicing a client’s account, we may share client information with service providers, such as custodians, transfer agents, accountants, and attorneys.

Participation or Interest in Client Transactions

Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure.

Item 12: Brokerage Practices

Factors in Recommending Custodians and Brokers

We seek to recommend a custodian and broker who will hold your assets and execute transactions that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others:

• combination of transaction execution services and asset custody services (generally without a separate fee for custody services);
• breadth of available investment products (stocks, bonds, mutual funds, ETFs, etc.);
• capacity to execute, clear and settle trades (buy and sell securities for your account);
• capacity to facilitate transfers and payments to and from your account (wire transfers, check requests, bill payments, etc.);
• availability of investment research and tools that assist us in making investment decisions;
• quality of services;
• competitiveness of the price of those services (commission rates, other fees, etc.) and willingness to negotiate the prices;
• reputation, financial strength and stability;
• prior service to us and our other clients; and
• availability of other products and services that benefit us, as discussed below (see “Products and Services Available to Us from Schwab”)

We have evaluated Schwab and have determined, based on our experience with them, they offer clients an excellent blend of services and reputation, competitive total cost, and access to mutual funds otherwise not available to us or our clients.

Schwab generally does not charge you separately for custody services, however is compensated by charging you commissions or other fees on trades they execute or settle into your account. We may not be able to accept clients who wish to utilize other custodians.

Schwab commission rates were negotiated based on the condition that our clients collectively maintain a total of at least $230 million of their assets in Schwab accounts. In addition, Schwab charges you a flat dollar amount as a “prime broker” or “trade away” fee for each trade that we have executed by a different broker dealer.

Products and Services Available to Us Through Schwab

Schwab Advisor Services™ (“SAS”) is Schwab’s business that serves independent investment advisory firms like us. They provide us and our clients with access to their institutional brokerage services – trading, custody, reporting, and related services – many of which are not typically available to Schwab retail customers. They also make available various support services. Some of these services help us manage or administer our clients’ accounts. Others help us manage and grow our business. These support services generally are available on an unsolicited basis (we don’t have to request them) and at no charge to us provided that our clients collectively maintain a total of at least $10 million of their assets at SAS. If our clients collectively have less than $10 million at SAS, SAS can charge us quarterly service fees of $1,200 (SAS).

Here is a more detailed description of support services made available by SAS:

Services That Benefit You: Institutional brokerage services available through SAS include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through SAS include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. The services described in this paragraph generally benefit you and your account.

Services That May Not Directly Benefit You: SAS also makes available to us other products and services that benefit us, however may not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both from Schwab as well as third parties. This research is used to service all or a substantial number of our clients’ accounts, including accounts not maintained at SAS. In addition to investment research, SAS also makes available software and other technology that:

• provide access to client account data (such as duplicate trade confirmations or account statements);
• facilitate trade execution and allocate aggregated trade orders for multiple client accounts;
• provide pricing and other market data:
• facilitate payment of our fees from our clients’ accounts; and
• assist with back-office functions, recordkeeping and client reporting

Services That Generally Benefit Only Us: SAS also provides other services intended to help us manage and further develop our business enterprise. These services include:

• educational conferences and events;
• technology, compliance, legal and business consulting;
• publications and conferences on practice management, business succession and marketing; and
• access to employee benefits providers, human capital consultants, and insurance providers

SAS provides some of these services themselves. In other cases, SAS arranges for third-party vendors to provide the services to us. SAS also discounts or waives fees for some of these services or pays all or a part of a third-party’s fees for us. SAS also provides us with other benefits, such as occasional business entertainment for our personnel. SAS has provided us with a discount on software solutions made available through Schwab Performance Technologies®. This discount allows us to obtain this software at a reduced fee.

Our Interest in Schwab Services

The availability of these services from SAS benefits us because we do not have to produce or purchase them. We do not have to pay for Schwab services if a total of at least $10 million of our clients’ account assets are maintained with SAS. Beyond that, these services are not contingent upon IMA Advisory Services, committing any specific amount of business to SAS in trading commissions or assets in custody. This minimum asset requirement could give us an incentive to request that you maintain your account with Schwab, based on our interest in receiving services from SAS that benefit our business rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. We believe, however, that our request to choose SAS as custodian and broker is in the best interest of our clients. Our recommendation is primarily supported by the scope, quality and price of these services and not the services that benefit only us. Given the amount of our client assets under management as shown in Item 4 of this Brochure, we do not believe that recommending our clients to collectively maintain at least $10 million of those assets at Schwab to avoid paying quarterly service fees to Schwab presents a material conflict of interest.

Third Party Manager Brokerage Considerations

The details of each Third Party Manager program must be considered individually with respect to the costs and other considerations involving the execution of trades for the client’s account; depending on the Third Party Manager program, different arrangements will affect which broker-dealer will execute trades for the client’s account, whether the program is a wrap fee arrangement, and whether Third Party Managers are permitted to place trades “away” with non-program broker-dealers that will charge additional transaction charges, typically, when the Third Party Manager believes by doing so it has an opportunity (however not a guarantee) to obtain a more favorable price.

Clients should discuss the terms of their specific Third Party Manager program with their individual advisor. Current Third Party Manager programs permit Third Party Managers to place trades away with few controls on the additional costs to the client. While we will request information regarding trade-away costs and practices, there is a risk we may not be able to identify when trade-away activities are occurring, or the extent of such activities. Third Party Managers may provide information from which it is difficult to determine whether their trade away activities have been reasonable. Clients should monitor their confirmations and account statements carefully.

Directed Brokerage

We do not permit directed brokerage.

Aggregated Trades

We typically aggregate purchases or sales of the same security for multiple accounts. We are not, however, obligated to aggregate purchases and sales. When we do aggregate orders, all accounts included in a block trade participate at the average share price. Each account participating in a block trade will share in transaction costs equally and on a pro-rated basis. Block trading allows us to execute transactions in a more timely and equitable manner, as detailed below. Clients participating in block trades do not receive the benefit of negotiated commissions, as we do not have that authority on an account-by-account or transaction-by-transaction basis.

Clients with non-discretionary accounts or who place certain restrictions on discretionary accounts sometimes experience delays in order execution as compared to clients with unrestricted discretionary accounts.

Typically, partial fills will be allocated among accounts in proportion to the total orders participating in the block, unless we determine that another method of allocation is equitable (such as an alphabetical rotation, rotation based on the clients of a particular advisor, or other method). Exceptions may be granted or allowed due to varying cash availability, divergent investment objectives, existing concentrations, tax considerations, investment restrictions, or a desire to avoid “odd lots” (an amount of a security that is less than the normal unit of trading for that security).

Schwab may aggregate purchase and sale orders for ETFs across accounts enrolled in the IIP, including accounts for our clients and accounts for clients of other independent investment advisory firms using the Platform.

Trade Error Policies

From time to time, we may make an error when submitting a trade order on your behalf. When this happens, we typically work directly with the custodian’s trading desk to correct the trade error. This is done within the account in which the trade occurred. We seek to identify errors and work Sub-Manager and/or qualified custodian to correct the error affecting any client account as quickly as possible. Errors may be corrected by either the purchase or sale of a security as originally intended, or in the form of monetary reimbursement to the applicable client account.

IMA Advisory Services’ policy and practice is to monitor and reconcile trading activity, identify, and resolve any trade errors promptly, document each trade error with appropriate supervisory approval and maintain a trade error file. If the error is the responsibility of IMA Advisory Services, any transaction will be corrected, and IMA Advisory Services will be responsible for any loss resulting from an inaccurate or erroneous order. In the case of errors due to the inaction, or actions of others (Advisors, Sub-Manager’s, Custodians), we may help facilitate the error correction process, again in the best interests of our clients.
Schwab’s trade error policy is to donate the amount of any gain $100 and over to charity. Schwab will retain the loss or gain (if the gain is not retained in your account) if it is under $100 to minimize and offset its administrative time and expense. If a loss occurs greater than $100, we will receive an invoice for the amount of the loss.

IMA Advisory Services, if needed, will utilize our error account to correct the trade for your account.

Private Fund Investment Opportunities

From time to time, we may offer private fund investment opportunities on a limited basis to qualifying investors, subject to the capacity constraints of the underlying fund. Employees of IMA Private Wealth may invest in these offerings alongside our clients.

Due to limited availability, employee participation may contribute to oversubscription, potentially resulting in reduced allocations for clients. In instances where IMA Private Wealth controls the allocation process, clients will receive full allocations before employees are permitted to participate. Where allocation decisions are made by the fund sponsor, employees may receive the same pro rata allocation as clients.

Class Action Lawsuit Filings

We have entered into an arrangement with Chicago Clearing Corporation (“CCC”) to provide you with a service that automatically files your forms for securities class-action lawsuits. The fee you would pay for services provided by CCC is 20% of any amount collected. The service fee is paid entirely by you, and it is deducted from the amount collected by CCC on your behalf. The award is paid directly to you by CCC after they have deducted their 20% fee. The entire amount you pay for this service stays with CCC; we do not receive any share of the fee collected by CCC, nor do we receive any revenue in exchange for making this service available to you. You do not pay any fee to sign up for this service. You will not owe anything whatsoever to CCC until CCC collects an award on your behalf.

We will furnish to CCC the holding information for clients who choose to use this service.

You are not required to participate in this service. You can choose to handle your own securities class action claims and receive 100% of any awards payable to you. Clients who opt-out of this service agree to research, document, and submit their own class action lawsuit claims. New clients can opt-in by signing an authorization form when we enter into an investment advisory arrangement with you. You can discontinue this service at a later date by contacting our office at number found on the cover page of this brochure. Class action lawsuit claim information already received by CCC could continue to be processed by their firm following receipt of your service discontinuation notification.

Item 13: Review of Accounts

Account Reviews

Account investments are reviewed regularly by our Investment Committee. The Investment Committee also conducts periodic evaluations of the portfolio for consistency with investment objectives and restrictions, and with the account’s stated objectives and strategy.

While the investments within accounts are regularly monitored, the accounts are reviewed at least annually in the context of each client’s stated investment objectives and guidelines. More frequent reviews can be triggered by significant market or economic factors, or if we are notified of changes in the client’s financial situation, large withdrawals or significant deposits, or changes in the account investment objectives, liquidity needs, or risk tolerance. An account review is done by the individual advisor assigned to the client account(s). The Investment Committee will be responsible for overseeing all reviews.

Generally, Financial Planning or Consulting Services do not include reviews, unless specifically included in the client’s Advisory Agreement. Extended Planning Services clients receive on-going account reviews through frequent meetings with their individual advisor and (approximately) annual account reviews, as the client and individual advisor mutually agree.

For clients whose account is being managed by a Third Party Manager, the Investment Committee monitors the Third Party Manager account for consistency with target investment characteristics and restrictions, suitability for the client’s broader portfolio, and control over of transaction fees and expenses, including any trade away expenses and evaluation of best execution.

Client Reports

Clients will receive account statements directly from their Custodian on at least a quarterly basis showing all transactions in their account during the reporting period. clients should review the Custodian’s statements carefully. We provide quarterly reports regarding client accounts which provide information detailing account debits, credits, receipts, deliveries, and positions as part of our advisory services. If a client receives a report, which refers to the value of an asset also shown on a Custodian’s statement, we urge the client to compare the information with the statement they receive from the Custodian and contact us immediately if any discrepancies are found. Financial Planning Services clients receive a written financial plan or report from us only if agreed upon in the planning agreement.

Clients engaging a Third Party Manager will receive monthly or quarterly account statements from the custodian of the Third Party Manager account(s); and will receive reports from the Third Party Manager, if agreed in the Third Party Manager Agreement.

Item 14: Client Referrals and Other Compensation

Client Referrals

Some of our affiliated individuals also earn compensation based on (1) acquisition and retention of investment advisory client assets under management and (2) advisory fees paid to IMA Advisory Services. Should referred clients decide to hire us, these individuals will receive compensation. This is a conflict of interest because these affiliated individuals have an economic incentive to recommend our advisory services.

Economic Benefit from Schwab

We receive an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts with Schwab. The availability to us of Schwab’s products and services is not based on us giving advice concerning any particular investment, such as buying particular securities for our clients.

Referral Arrangements with Third Parties

We can recommend other investment advisers for our clients. For this referral, we will receive a portion of the fee paid to the other advisor for the referral. Clients are advised of this payment when considering whether to invest with the other investment adviser. The payment provides an incentive to recommend the other adviser based on the share of fees received rather than based solely on the client’s investment needs.

We use the services of the CFP Board’s “Find Your CFP Professional” search to match prospective advisory clients with investment advisers in exchange for a non-success-based fee paid by IMA for engaging advisory services.

We participate in the Advisor Referral Program sponsored by Empower Retirement. Through this program, qualifying retirement plan clients may choose to refer eligible retirees and departing plan participants to IMA Private Wealth for individual investment advisory services.

Participation in this program does not involve any compensation to or from Empower Retirement. Referred individuals are under no obligation to engage our services and may choose to do so at their sole discretion.

Item 15: Custody

At our client’s direction, the client’s independent Custodian will directly debit account(s) for the payment of advisory fees. This ability to deduct the client’s advisory fees from client accounts means we have “limited” custody over client funds or securities. We do not have physical custody of any client funds and/or securities. Client funds and securities will be held with a bank, broker-dealer, or other qualified custodian. Clients will receive account statements directly from their Custodian on at least a quarterly basis showing all transactions in their account during the reporting period. The account statements from the client’s Custodian(s) will indicate the amount of our advisory fees deducted from client account(s) each billing period. Clients should review the Custodian’s statements carefully.

If a client receives a report from us which refers to the value of an asset also shown on a Custodian’s statement, we urge the client to compare the information with the statement they receive from the Custodian and contact us immediately if any discrepancies are found.

Third-Party Authorizations

Clients may provide the Custodian with written instruction authorizing us to direct transfers to a specified third party, either on a set schedule or from time to time, subject to certain regulatory requirements. As a result of this limited authority, we will be deemed to have custody of the client’s assets, however we are not required to engage an independent CPA to conduct a surprise verification of the account assets as long as we meet the following criteria:

1. Clients provide a written, signed instruction to the qualified Custodian that includes the third party’s name and address or account number at a Custodian;
2. Clients authorize IMA Advisory Services in writing to direct transfers to the third party either on a specified schedule or from time to time;
3. The Custodian verifies the client’s authorization (e.g., signature review) and provides a transfer of funds notice to clients promptly after each transfer;
4. Clients can terminate or change the instruction;
5. We have no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party;
6. We maintain records showing that the third party is not a related party to IMA Advisory Services nor located at the same address as IMA Advisory Services; and
7. The Custodian sends clients, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction.

Item 16: Investment Discretion

Investment guidelines and restrictions must be provided to us in writing. We usually receive discretionary authority from our clients at the beginning of an advisory relationship. Clients sign a limited power of attorney directing their Custodian to accept instructions from us to purchase and sell securities in the client’s account. This discretionary authority includes securities selection as well as determining the amount of securities to be bought or sold. This discretionary authority is to be exercised by our firm in a manner consistent with the stated investment objectives for the particular client relationship.

We will also allow clients to place reasonable restrictions on their discretionary accounts. Typical restrictions include:

• prohibition on investment in one or more specific securities.
• restriction on the sale of specific low-basis holdings held in the client’s account; and

We prefer to manage advisory accounts on a discretionary basis however will occasionally accept non-discretionary accounts. Clients who establish non-discretionary accounts or who place certain restrictions on discretionary accounts may experience delays in order execution as compared to clients with unrestricted discretionary accounts.

Clients who wish to have their assets managed by a Third Party Manager should understand that the accounts are managed on a discretionary basis, on terms established by the Third Party Manager.

Item 17: Voting Client Securities

We typically agree to vote proxies for portfolio securities as a courtesy to our clients. We have adopted policies and procedures designed to ensure that proxies are voted in the client’s best interest. We vote proxies related to securities held by wealth management services clients who provide us with specific, written authority to do so. This service is available for all managed accounts held at our approved Custodian. This written authority is provided in our Advisory Agreement and through written instruction to your Custodian.

We have engaged a proxy advisory firm to assist us with voting all of our clients’ proxies. The proxy advisory firm provides an electronic vote management system which allows: (1) population of each client’s votes shown on the proxy advisory firm’s electronic voting platform with the firm’s recommendations (“pre-population”); and (2) automatic submission of the client’s votes to be counted (“automated voting”). Pre-population and automated voting generally occur prior to the submission deadline for proxies to be voted at the shareholder meeting.

In the course of reviewing proposals subject to a proxy vote, our firm may become aware that a company that is the subject of a voting recommendation by the proxy advisory firm intends to file or has filed additional soliciting materials with the SEC describing the company’s views regarding the voting recommendation. These materials may (or may not) reasonably be expected to affect our voting determination. Such materials may become available after or around the same time that our votes have been pre-populated with the proxy advisory firm, however, before the submission deadline for proxies to be voted at the shareholder meeting.

Our proxy voting policies contemplate the possibility of issuer materials being made available after we submit to the proxy advisory firm information for client proxy votes, however before the submission deadline for proxies. These procedures include assessing pre-populated votes shown on the proxy advisory firm’s electronic voting platform and considering additional information that may become available before the relevant votes are cast. We also review our processes for monitoring and assessing information alerts informing us of additional soliciting materials (or updates from the proxy advisory firm that such materials are available). Depending on the facts and circumstances, including the complexity of the additional submitted materials, the timing of the notice we receive of such materials, and the deadline for voting, we may (or may not) have the ability, in the exercise of our fiduciary obligation, to consider and respond by changing previously set votes.

Please contact our office to receive a report of how your proxies were voted or a copy of our complete proxy voting policies and procedures (see cover page for contact information).

If you choose to vote your own proxies, the solicitation materials will be delivered directly to you by your custodian (or by a third-party agent through an arrangement with your custodian).

Clients who wish to have their assets managed by a Third Party Manager or who participate in a Private Fund, should understand that the proxy voting policies for those assets are based on terms established by the Third Party Manager or the Private Fund.

Item 18: Financial Information

Not applicable.