Form ADV Part 2A

Item 1: Cover page

Aligned Wealth Advisors, LLC

1111 Brickell Avenue, #2180
Miami, FL 33131
September 30, 2026

Part 2A of Form ADV: firm brochure

This brochure (“Brochure”) provides information about the qualifications and business practices of Aligned Wealth Advisors, LLC (the “Firm”, “we” or “Aligned”). If you have any questions about the contents of this brochure, please contact us at (305) 702-3030. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority.

The Firm is registered as an investment adviser with the SEC. Registration with the SEC or with any state securities authority does not imply any level of skill or training.

Additional information about Aligned also is available at the SEC’s website www.adviserinfo.sec.gov.

Item 2: Material changes

This is Aligned’s initial Brochure prepared in connection with its registration as an investment adviser with the SEC and, therefore, there are no material changes to report.

We will further provide you with a new Brochure as necessary based on material changes without charge.

We strongly recommend that you review this Brochure in its entirety.

Item 3: Table of contents

• Item 1: Cover page
• Item 2: Material changes
• Item 3: Table of contents
• Item 4: Advisory business
  • A. Business Commencement Date and Ownership
  • B. Services
  • C. Assets Under Management
• 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

A. Business Commencement Date and Ownership

Aligned, a Delaware limited liability company founded in 2026, is principally located in Miami, FL. Aligned is owned by Aligned Holdings LLC, which is principally owned by Patrick Dwyer.

B. Services

Aligned provides high net worth individuals and families with a broad range of comprehensive investment advisory services which depend on the specific arrangement with each client.

The terms of the investment advisory services that Aligned provides for each client is set forth in one or more investment advisory agreements between Aligned and such client (the “Advisory Agreement”). Some services and third-party managers may also require an agreement directly with a client in addition to the Advisory Agreement. Clients must rely on a third-party qualified custodian to custody their securities and other assets and to execute securities transactions. Clients must enter into a separate account agreement with the respective custodian.

Aligned offers a wide range of discretionary and non-discretionary investment advisory services including:

• Portfolio Construction and Asset Management
• Wealth Strategy and Financial Planning
• Comprehensive Performance Evaluation and Reports

In connection with its advisory business, Aligned has entered into an arrangement with NewEdge Wealth, LLC ("NewEdge"), pursuant to which NewEdge provides certain operational, administrative and technology support services to the Firm. These services include, among other things, access to custodial and clearing relationships, portfolio management and reporting technology, customer relationship management software, billing support, certain back-office operations, information technology, payroll and human resources administration, and other research and operational infrastructure that supports the Firm's advisory business.

NewEdge does not provide discretionary investment management services or investment advice to Aligned's clients pursuant to this arrangement. Aligned remains solely responsible for providing investment advice, making investment recommendations and investment decisions, managing client relationships, and fulfilling its fiduciary obligations to clients.

Aligned does not currently participate in any wrap fee programs.

Portfolio Construction and Asset Management

Aligned primarily advises clients on the allocation of their assets among various investments including but not limited to:

• Advised portfolios;
• Model Strategies;
• Separately managed accounts of third-party, independent investment advisers (“Independent Managers”); and
• Unaffiliated unregistered pooled investment vehicles (“Private Funds”).

Advised Portfolios

Aligned, through its Wealth Advisers, tailors its advisory services to meet the objectives of its individual clients and seeks to monitor, on a continuous basis, that client portfolios are managed in a manner consistent with those objectives. Aligned consults with clients on an initial and ongoing basis to assess their financial objectives, specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Based on this information, Aligned develops a customized investment strategy, which may include a written investment policy statement or an asset allocation plan. Eligible investments mat include a wide variety of securities and other investments, such as foreign and domestic equity securities, investment and other grade bonds, and structured products, as well as mutual funds, ETFs, closed-end funds, unit investment trusts, real estate investment trusts, hedge funds, private equity funds, and other private placement alternative investments. Portfolios can be designed to manage client assets within a single asset class or across multiple asset classes.

Clients are advised to promptly notify Aligned if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Aligned provides continuous and ongoing monitoring of a client’s account.

Clients may impose reasonable restrictions or mandates on the management of their accounts. Restrictions on investments in certain securities or types of securities may not be possible due to, for example, the level of difficulty this would entail in managing the account.

Model Strategies

A Wealth Advisor may recommend strategies that are available through contractual arrangements with model providers. The Firm believes this approach helps it to solve core administrative and technology issues through flexible and open architecture solutions. Aligned can offer solutions and services including: (1) portfolio rebalancing and tax optimization, (2) reporting and data aggregation, and (3) account reconciliation and asset transfers through electronic data feeds from trading firms, clearing firms and custodial firms.

Aligned may utilize the following model providers: NewEdge Wealth, LLC, Vise AI Advisors, LLC (“Vise”), iCapital Advisors, LLC and CAIS Capital LLC. Please see Item 10, "Other Financial Industry Activities and Affiliations," for a description of Aligned's relationships with Vise and NewEdge and the related conflicts of interest.

Separately Managed Accounts

Aligned can recommend or allocate a portion of a client’s assets to certain Independent Managers to actively manage a portion of the assets in accordance with the client’s designated investment objectives. In such situations, the Independent Manager shall have day-to- day responsibility for the active discretionary management of the allocated assets. Aligned has no ability to affect the trading decisions of the Independent Managers once they are chosen but can advise on the decision to engage or terminate a particular manager. Aligned shall continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors that Aligned shall consider in recommending Independent Managers include their ability to meet the client’s designated investment objectives, management style, performance, reputation, financial strength, reporting, pricing, and research. Please note investment management fees charged by an Independent Manager are separate from, and in addition to, Aligned’s investment advisory fee (discussed in more detail in Item 5 below).

Depending on the Independent Manager, the specific terms and conditions under which a client engages an Independent Manager can be set forth in a separate written agreement with the Independent Manager.

Private Funds

Aligned may provide non-discretionary investment advice regarding unaffiliated Private Funds, including direct investment in individual enterprises through special purpose vehicles. Aligned may recommend certain qualified clients consider an investment in a Private Fund. The fund’s offering document will outline the terms, conditions, risks, conflicts, and fees, including incentive compensation. You should carefully review a fund’s offering document prior to investing in such Private Fund.

Aligned’s role relative to Private Funds is limited to its initial and ongoing due diligence and investment monitoring services. Aligned may engage the services of unaffiliated third parties to assist Aligned in such due diligence and monitoring of Private Funds. If a client determines to invest in a Private Fund, the amount of assets invested in the fund shall be included in the client's investment advisory fee per the client’s Advisory Agreement. Aligned’s fee is in addition to the Private Fund’s fees. Aligned’s clients are under absolutely no obligation to consider or make an investment in any Private Fund.

Wealth Strategy

Aligned offers clients a broad range of wealth strategy services, which may include cash flow analysis, trust and estate planning, insurance planning, retirement planning, tax planning and other investment advice. In performing these services, Aligned relies on information received from the client or the client’s professional advisors (e.g., attorneys, accountants, etc.). We do not independently verify the accuracy of that information. Aligned does not provide tax or legal advice.

Stand-Alone Financial Planning and Consulting Services

Aligned can also provide financial planning and non-discretionary investment-related consulting services on a standalone basis regarding matters such as tax and estate planning, insurance, and other matters. Prior to engaging Aligned to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement and/or Investment Consulting Agreement setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee schedule.

Please note, Aligned believes it is important for the client to address financial planning issues on an ongoing basis which may include matters such as tax, estate planning and insurance. However, Aligned does not serve as an attorney, accountant, or insurance agent, and no portion of our services should be construed as same. Accordingly, Aligned does not prepare legal documents or tax returns. To the extent requested by a client, we can recommend the services of other professionals for non-investment implementation purpose (i.e., attorneys, accountants, insurance agents, etc.), including Aligned’s representatives in their individual capacities as licensed insurance agents. The client is under no obligation to engage the services of any such recommended professional.

Comprehensive Performance Evaluation and Reports

Aligned provides clients with periodic evaluation reports of accounts managed by the Firm and/or other Independent Managers and Private Funds. These reports generally detail the performance and asset allocation of the accounts. Aligned receives its information from account custodians, broker-dealers, Independent Managers, managers of Private Funds and/or other third parties and while such information is believed to be accurate and reliable, the Firm cannot guarantee it. To the extent that erroneous information is provided to Aligned by an Independent Manager, managers to Private Funds, broker-dealers, account custodians or other parties, the Firm is not responsible for any inaccuracies contained in the reports.

Rollover Recommendations

When leaving an employer, a client typically has four options (alone or in combination) regarding an existing retirement plan: (i) leave the money in the former plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an individual retirement account (IRA), or (iv) cash out the account value (which could, depending on your age, have adverse tax consequences). We have an inherent conflict of interest when recommending that a client rolls over their money into an account managed by Aligned if we charge based on the advisory account’s value. Upon any rollover recommendation, Aligned will give the client a disclosure notice about their options that they should carefully consider before taking any action. A client is never under any obligation to rollover retirement plan assets to an account managed by Aligned.

General Information

Aligned’s investment advice and recommendations should not be construed as tax, legal or accounting advice. Transactions in a client’s account, account reallocations, and rebalancing might trigger a taxable event. clients should coordinate and discuss the impact of financial advice and decisions with their tax professional, attorney and/or accountant. Clients should inform us promptly about any material changes in their financial situation and investment objectives.

C. Assets Under Management

This Brochure has been prepared and submitted in connection with Aligned’s 120-day provisional registration with the SEC. Aligned expects to have discretionary assets under management in excess of $100,000,000 within 120 days of the SEC approving Aligned’s registration and will amend its Form ADV accordingly.

Item 5: Fees and compensation

Aligned offers its advisory services on a fee basis, which includes fixed fees or fees based upon the value of its assets under management (collectively, “Advisory Fees”). Before engaging Aligned to provide advisory services, clients are required to enter into an Advisory Agreement with Aligned setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client (including the timing of payment and the method of calculation).

Aligned Advisory Fee

Aligned Advisory Fees may be charged in one of the following ways, as described in the Advisory Agreement. clients may also be subject to a minimum annual fee, as outlined in their Advisory Agreement.

1. Fixed Annual Fee. In certain cases, Aligned charges a fixed annual fee for advisory services. This fee is negotiated based on the scope and complexity of the engagement and does not vary with the amount of assets under management unless otherwise stated in the applicable agreement.
2. Flat Asset-Based Fee. If the Advisory Fee is charged using a flat asset-based fee schedule, Aligned applies a single fee rate to all assets in the account. This fee is negotiated based on the scope and complexity of the engagement
3. Tiered Rate Fee Schedule. If the Advisory Fee is charged using a tiered rate schedule, Aligned applies different fee rates to portions of the portfolio based on the stated breakpoints. Assets in each tier are billed at the rate for that tier, resulting in a blended fee across the entire portfolio. For purposes of applying the tiered schedule, Aligned may, at its discretion, aggregate accounts for members of the same household or apply another methodology. Aggregation does not automatically apply to related accounts held under separate entities, trusts, or custodians, and assets subject to ERISA may not be aggregated for tiered rate fee schedules.

Aligned prices its advisory services based on a combination of objective and subjective factors. Fees vary depending on the type, amount and market value of assets under management, the complexity of the engagement, and the scope of the investment advisory and consulting services provided. Other factors influencing pricing include related accounts, employee accounts, competition, and negotiations. As a result of these factors, similarly, situated clients pay different fees, and comparable services may be available from other advisers at lower costs. Clients and prospective clients should consider this when evaluating Aligned’s services.

Payment of Aligned Advisory Fees

Aligned’s Advisory Fee is prorated and charged monthly or quarterly, in advance, based upon the market value of the assets in a client’s accounts on the last day of the previous billing period.

For the initial period of an engagement, the fee is calculated in arrears on a pro rata basis based on the value of the assets when the Account is funded. In the event an Advisory Agreement is terminated, the Advisory Fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned portion of the Advisory Fee is charged or refunded to the client, as appropriate. The custodian will determine fair market value for Advisory Fee calculation purposes.

To the extent Aligned receives a rebate or revenue share from an investment manager of an alternative investment, Aligned shall pass the value of such discount to its clients invested in that alternative investment.

In certain circumstances, Aligned is authorized to use margin in the management of the client’s investment portfolio. In these cases, the Advisory Fee will be assessed gross of margin such that the market value of the client’s account and corresponding fee payable by the client to Aligned will be increased. This results in a conflict of interest for the Firm to recommend the use of margin. Aligned must have an independent, objective investment rationale for recommending margin, ensuring alignment with the client’s financial goals and best interests.

Separately Managed Account Independent Manager Fees

To the extent a client invests with an Independent Manager through Aligned, the client will also pay a Manager Fee. The exact fee and fee-paying arrangements charged by an Independent Manager will be disclosed either in the Independent Manager advisory agreement (if separate from Aligned’s Advisory Agreement) or other disclosure document(s) provided to the client. The Manager Fee will be deducted directly from the clients’ account. No portion of such Manager Fee paid by the client to an Independent Manager, is paid to, or retained by, Aligned.

Private Funds

An important component of the selection process of Private Funds, such as hedge funds, private equity funds, private real estate funds and structured products, includes carefully reading the accompanying offering documents and/or prospectus prior to making a purchase decision. The offering documents contain important information that will help the client make an informed choice. Each prospective client investor will typically be required to complete a subscription agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment.

As part of the review process, a client should consider the fees and expenses associated with a particular alternative investment. It is important to note that the fees and expenses related to alternative investments are often higher than those of more traditional investments.

While each investment will differ in terms of both total fees and expenses and how those fees and expenses are calculated, the following section will discuss the primary categories of fees and expenses that are common to many alternative investments.

• Management fees: The manager for any particular investment will often charge a management fee that is based on the total value of your investment. As the value of your investment increases, the total management fees that a manager receives increase. As the value of your investment decreases, the total management fees that a manager receives will likely decrease. These fees are similarly structured but are often higher than management fees associated with other, more traditional, investments such as mutual funds.
• Incentive-based compensation: Many alternative investment managers receive incentive-based compensation in addition to management fees. Incentive-based fees typically involve the manager, retaining a percentage of profits generated for clients. Fees related to incentive compensation are often referred to as incentive/performance-based fees or carried interest. It is important to note that these fees are in addition to management fees that are charged by the manager and that the exact calculation of incentive fees or carried interest differs by product and manager.
• Redemption fees: Some investments have direct or indirect costs related to liquidating your position, particularly if an investment is liquidated shortly after being purchased or if an investment is specifically designed to provide limited or no liquidity to investors.

Financial Planning Fees

Aligned can charge a fixed fee for providing financial planning and investment advice services under a stand-alone engagement. These fees are negotiable, but generally range from $2,500 to $50,000, depending upon the scope and complexity of the services and the professional rendering of the services. If the client engages the Firm for additional investment advisory services, Aligned can offset all or a portion of its fees for those services based upon the amount paid for the financial planning and/or investment advice services. The terms and conditions of the financial planning and/or investment advice engagement are set forth in the Advisory Agreement. The financial planning fee is generally due upon delivery of the agreed services.

Reporting Only Fees

At the client’s request, Aligned will charge a fixed annual or AUM-based “Reporting Only Fee” to consolidate performance reporting for investments not transacted through Aligned but included in the client’s asset allocation.

Fee Discretion

Aligned can, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy client relationship, account retention and pro bono activities, the client’s needs, complexity of the services required, and types of assets.

Valuation

Aligned generally relies on the prices provided directly to it by account custodians. Custodians, in turn, generally rely on prices provided by reputable, independent third parties. Different custodians value assets using a slightly different method (e.g., trade date versus settle date). As a result, if a client has assets held by a third-party custodian, the prices shown on a client’s account statements provided by the custodian could be different from the prices shown on statements and reports provided by Aligned. Therefore, in the event Aligned bills the account, the account statement sent by the custodian may differ from the reports sent by Aligned. Clients are encouraged to compare the statements received from custodians with the performance statement provided by Aligned.

If Aligned references private investment funds owned by the client on any supplemental account reports, the values will generally reflect either the initial purchase, the most recent valuation provided by the fund or its administrator, and adjustments for contributions and distributions since the most recent valuation. In some cases, the most recent valuations may not be available for several months after quarter-end and are typically unaudited. If the valuation reflects the initial purchase price or an outdated value, the current value, if ascertainable, could differ significantly. Unless otherwise indicated, Aligned shall calculate its fee based upon the latest value provided by the fund sponsor or administrator, as applicable.

Custodians may be unable to price certain securities or may assign prices that do not reflect current market conditions. In the normal course of providing investment advisory services to clients, Aligned will assess the prices assigned by custodians and other sources.

Additional Fees and Expenses

In addition to the advisory fees paid to Aligned, clients will also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions. These additional charges may include securities brokerage commissions, transaction fees, custodial fees, management fees, administrative fees, account maintenance fees, fees charged by Independent Managers, Private Fund fees, margin and other borrowing costs, charges imposed directly by a mutual fund or ETF/ETN in a client's account, as disclosed in the fund's prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Aligned’s brokerage practices are described in Item 12, below.

Aligned compensates NewEdge Wealth, LLC for the operational, research, administrative and technology services described in Item 4. These fees are paid by Aligned from its own revenues as an operating expense and are not separately charged to clients.

Direct Fee Debit

Clients will generally provide Aligned and/or certain Independent Managers with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which Aligned retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Aligned.

Account Additions and Withdrawals

Clients will be able to make additions to and withdrawals from their account at any time. However, withdrawals may be restricted to the extent client assets are invested in illiquid securities or investment strategies requiring lock up periods or cash reserves, and in such cases, clients must comply with the applicable terms and conditions of those investments. Additions can be in cash or securities provided that Aligned reserves the right to liquidate any transferred securities or declines to accept particular securities into a client's account. Clients can withdraw account assets on notice to Aligned, subject to the usual and customary securities settlement procedures. However, Aligned designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client's investment objectives. Aligned 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.

Item 6: Performance-based fees and side-by-side management

Aligned will not charge performance-based fees (fees that are based on a share of the capital gains or capital appreciation of the client’s account). Accordingly, Aligned does not engage in side-by-side management, where accounts paying performance-based fees are managed alongside accounts that do not pay such fees.

Item 7: Types of clients

Aligned offers services to high-net-worth families and individuals, family limited partnerships, family offices, foundations, endowments, trusts, estates, charitable organizations, corporations, privately offered pooled investment vehicles and business entities.

Aligned does not have a minimum account value, although certain Independent Managers and Private Funds available through Aligned have their own minimum account value requirements.

Item 8: Methods of analysis, investment strategies and risk of loss

Methods of Analysis and Investment Strategies

Wealth Advisors have access to various market, research, portfolio modelling and other tools and information to which he or she can refer in determining investment advice provided to clients. Wealth Advisors choose their own research methods, investment style, and management philosophy. Accordingly, the investment advice provided to each client will vary from one Wealth Advisor to another. The investment strategies and advice will also vary depending upon each client’s specific financial situation. As such, Wealth Advisors determine investments and allocations based upon clients’ predefined objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other various suitability factors. Client restrictions and guidelines can affect the composition of client portfolios.

Aligned will implement its investment strategies by recommending the following types of investments:

• Equities
• Fixed Income
• Mutual Funds
• Exchange Traded Funds & Trusts
• Master Limited Partnerships
• REITs
• Options Strategies
• Private Funds
• Margin transactions
• Cash equivalents

The foregoing is not a comprehensive list of the methods of analysis and strategies that are employed by Aligned, nor are the descriptions necessarily the only ways in which the methods of analysis and strategies are implemented.

Independent Managers and Private Funds

Before Aligned recommends an Independent Manager or Private Fund, it conducts due diligence on such Independent Manager or Private Fund, either directly through its own internal vetting process and/or through third-party service providers. This due diligence process includes, among other things, a review covering each firm’s structure, trading and operations, legal and compliance issues, investment and risk management framework.

The Wealth Advisor will assist a client in selecting an asset allocation and one or more Independent Managers and investment portfolios. Those investment portfolios and the methods of analysis utilized by the Independent Managers are described in more detail in each Independent Manager’s Form ADV Part 2A. Information about a fund’s investment objective and policies is contained in its prospectus and statement of additional information of such fund.

Material Risks

The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved with respect to investments in a client’s account. Clients should consult with their legal, tax, and other advisors before engaging the Firm to provide investment management services on their behalf.

Market Risks. Investing involves risk, including the potential loss of principal, and all investors should be guided accordingly. The profitability of a significant portion of Aligned’s recommendations and/or investment decisions may depend to a great extent upon correctly assessing the future course of price movements of stocks, bonds and other asset classes. In addition, investments may be adversely affected by financial markets and economic conditions throughout the world. There can be no assurance that Aligned will be able to predict these price movements accurately or capitalize on any such assumptions.

Volatility Risks. The prices and values of investments can be highly volatile, and are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, the financial condition of the issuers of such assets, changing supply and demand relationships, and programs and policies of governments.

Mutual Funds and ETFs/ETNs. An investment in a mutual fund or ETF/ETN involves risk, including the loss of principal. Mutual fund and ETF/ETN shareholders are necessarily subject to the risks stemming from the individual issuers of the fund's underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs/ETNs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss.

Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund's stated daily per share net asset value ("NAV"), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund's holdings. The trading prices of a mutual fund's shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund's shares trading at a premium or discount to actual NAV.

Shares of ETFs/ETNs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF/ETN shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed based ETFs/ETNs and potentially more frequently for actively managed ETFs/ETNs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF/ETN only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF/ETN, a shareholder may have no way to dispose of such shares.

Use of Independent Managers. As stated above, Aligned may recommend certain Independent Managers to manage all or a portion of its clients' assets. In these situations, Aligned, either directly or through the use of a service provider, continues to conduct ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers' ability to successfully implement their investment strategies. In addition, Aligned does not have the ability to supervise the Independent Managers on a day-to-day basis.

Use of Private Collective Investment Vehicles and Other Alternative or Private Investments. Aligned may recommend that certain clients invest in alternative investments, including privately placed debt or equity of companies or investments in privately placed collective investment vehicles (e.g., hedge funds, private equity funds, etc.). These investments are less liquid than publicly traded securities with some having significant holding requirements. The managers of the collective vehicles have broad discretion in selecting the investments.

Often, the investments are not registered or subject to less registration. There are numerous other risks in investing in these securities. Clients should consult each investment’s prospectus or private placement memorandum and/or other documents explaining such risks prior to investing.

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 other liquid investments that a client maintains, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a subscription agreement, pursuant to which the client establishes that he/she is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment.

Portfolio Turnover. A client’s strategy may use frequent trading which results in significantly higher commissions and charges to client accounts due to increased brokerage costs, which will offset client profits.

Equity Securities. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short term as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Fixed Income Securities. Fixed income securities are subject to the risk of the issuer's or a guarantor's inability to meet principal and interest payments on its obligations and to price volatility.

Margin. While the use of margin borrowing can substantially improve returns, it can also increase overall portfolio risk. Margin transactions are generally affected using capital borrowed from a financial institution, which is secured by a client’s holdings. Under certain circumstances, the lending institution can demand an increase in the underlying collateral. If the client is unable to provide the additional collateral, the financial institution can liquidate account assets to satisfy the client’s outstanding obligations, which could have adverse consequences. In addition, fluctuations in the amount of a client’s borrowings and the corresponding interest rates can have a significant effect on the profitability and stability of a client’s portfolio.

Derivatives. The use of derivatives such as swaps, commodity-linked structured notes and futures entails substantial risk, including the risk of loss of a significant portion of their principal value, lack of a secondary market, increased volatility, correlation risk, counterparty risk, liquidity risk, interest-rate risk, market risk, credit risk, valuation risk and tax risk. Derivatives, primarily futures and forward contracts, generally have implied leverage (a small amount of money to make an investment of greater value). Because of this, extensive use of derivatives can magnify any gains or losses on those investments as well as the risk of any fund using derivatives.

Alternatives. Non-traditional investments strategies, including those that employ trading techniques to “short” the market, those that include exposure to nontraditional asset classes such as commodity futures and currency forwards. Clients should consider their overall allocation to alternative investments when determining the appropriateness of such a strategy. Alternatives entail substantial risk, including the risk of loss of a significant portion of their principal value, lack of a secondary market, increased volatility, correlation risk, counterparty risk, liquidity risk, interest-rate risk, market risk, credit risk, valuation risk and tax risk.

Risk Relating to REITs. Certain investment strategies offer real estate-related investment disciplines, which typically invest in common stocks of U.S. corporations. Almost all such investments will be treated for tax purposes as investments in real estate investment trusts (“REITs”). Although it is unlikely that such investments will cause a tax-exempt investor to recognize “unrelated business taxable income” (“UBTI”), no assurances can be made that no UBTI will be recognized. If any investment causes a tax-exempt investor to recognize UBTI, and that tax-exempt investor is a charitable remainder trust, all the income of the charitable remainder trust would be subject to federal income tax for the tax year in which the UBTI was recognized. Therefore, charitable remainder trusts should consult with a tax adviser before investing in real estate investment disciplines.

Risks Associated with Active Management. The success of a client’s account that is actively managed depends upon the investment skills and analytical abilities of Aligned to develop and effectively implement strategies that achieve the client’s investment objective. Subjective decisions made by Aligned may cause a client’s portfolio to incur losses or to miss profit opportunities on which it may otherwise have capitalized.

Interest Rate Risk. Interest rate risk is the risk to portfolio value due to changes in interest rates. The magnitude of the exposure from an adverse change in interest rates depends on the sensitivity of the instrument to changes in interest rates as well as the absolute change in interest rates. In general, values of long-term instruments are more sensitive to interest rate changes than the values of short-term instruments. Interest rate exposure can arise from either a parallel shift in the yield curve (term structure exposure) or a change in the shape of the yield curve (yield curve twist exposure).

Interest rate risk can be hedged with a variety of techniques and financial instruments, including futures contracts and swap agreements. It is quite possible that the hedging of interest rate risk of certain investments, with instruments that have different proportions of risk exposures, can result in exposure to forms of basis risk.

Key Man Risk. Key individuals responsible for investment decisions at Aligned or may become incapacitated or unable to perform their duties.

Cybersecurity; System and Security Breaches and Disruptions. In the ordinary course of business, Aligned, its affiliates and their service providers use computer systems and networks and collect and store, on such parties’ systems and networks and/or on the systems and networks of their third-party vendors, sensitive data including the intellectual property, trading data and personally identifiable information of clients. The secure processing, maintenance and transmission of this information is critical to the operations. Despite the security measures implemented by Aligned, its affiliates and their service providers and/or vendors, such parties’ information technology and infrastructure may be vulnerable to attacks by hackers.

*** This list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in connection with the Firm’s investment offerings or the management of client accounts. In addition, prospective clients should be aware that, as a client’s investment portfolio develops and changes over time, the account will be subject to additional and different risks.

Item 9: Disciplinary information

There are no legal or disciplinary events that we believe are material to a current or prospective client’s or investor’s evaluation of Aligned’s advisory business or the integrity of Aligned’s management.

Item 10: Other financial industry activities and affiliations

Aligned is not currently registered as, nor has an application pending to register as, a broker-dealer or a registered representative of a broker-dealer.

Neither Aligned nor its management persons are currently registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities.

Aligned Advisors expects to recommend or direct clients to Independent Managers. Aligned has entered into arrangement where it engages Vise AI Advisors LLC (“Vise”) to manage all or a portion of a client’s account as a subadvisor. Patrick Dwyer, the principal owner of Aligned, holds a minority ownership interest in the parent company of Vise. Although the ownership interest is not material, it creates a potential conflict of interest because Aligned may have an incentive to recommend Vise as a third-party manager based, in part, on this financial relationship. Aligned seeks to mitigate this conflict by evaluating Vise based on factors such as investment capabilities, costs, and services provided, and by periodically reviewing Vise’s performance and ongoing suitability for client accounts. Aligned’s recommendation of Vise is not based solely on this relationship. No portion of the fee paid by the client to Vise is paid to, or retained by, Aligned.

Aligned has entered into an agreement with NewEdge Wealth, LLC (“NewEdge”) pursuant to which NewEdge provides operational, research, administrative and technology support services to the Firm. In addition, Aligned may recommend certain model strategies made available through NewEdge. Because Aligned's operations are integrated with the NewEdge platform, Aligned has an incentive to recommend NewEdge's platform, model strategies, custodians and other service providers rather than alternative providers. This creates a potential conflict of interest because recommendations that are operationally efficient for Aligned may not always represent every available option. Aligned addresses this conflict by evaluating model strategies, custodians and other service providers based on factors such as investment objectives, performance, costs, services, technology, operational capabilities, and the client's particular needs. Aligned makes recommendations based on what it believes to be in the client's best interest.

Lawrence Raffone is a member of the Board of Managers of Aligned, and serves as Executive Chairman. Mr. Raffone is Chairman of the Board of Edelman Financial Engines, a registered investment adviser. Mr. Raffone’s activities for both firms are in executive and operational management, rather than investment advisory roles. Although unlikely, Mr. Raffone’s roles at two advisory firms may create potential conflicts of interest, including conflicts relating to the allocation of his time and attention, and the prioritization of activities performed for the respective firms. To address this conflict, strict protocols are in place to ensure transparency, disclosure, and adherence to fiduciary duties, thereby safeguarding the interests of our clients.

Item 11: Code of ethics, participation or interest in client transactions and personal trading

A. Code of Ethics

Aligned has adopted a code of ethics (“Code of Ethics”) to establish good business practices and prevent violations of the federal securities laws.

The Code of Ethics is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Code of Ethics applies to Aligned’s supervised persons (which term includes all officers and employees of Aligned) (“Supervised Persons”).

The Code of Ethics requires Supervised Persons to comply with applicable federal securities laws and sets forth a standard of business conduct that takes into account Aligned’s status as a fiduciary. Aligned has additional policies that address certain issues facing Aligned such as: outside business activities, gifts and entertainment, and conflicts of interest. The Code of Ethics also requires Supervised Persons to promptly bring known or suspected violations of the Code of Ethics to the attention of Aligned’s Chief Compliance Officer. All Supervised Persons are provided with a copy of the Code of Ethics and are required to acknowledge receipt of the Code of Ethics on at least an annual basis.

The Code of Ethics also includes the Aligned’s insider trading policy which provides that no Supervised Person may trade, either personally or on behalf of any client of Aligned, while in possession of material, non-public information or communicate such information to another in violation of law.

As required by Rule 204A-1 of the Advisers Act, and as further discussed in Item 11C below, the Code of Ethics also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Supervised Persons. In addition, Supervised Persons must provide annual holdings reports and quarterly transaction reports in accordance with Rule 204A-1. Aligned maintains a “restricted list” that includes, among other things, the names of companies whose securities are subject to a ban on sales or purchases because Aligned has knowledge of material non-public information regarding such companies. The pre-clearance process is designed to ensure that personal trading does not occur in securities of companies on the restricted list.

The information contained in this item 11A is a summary only and is qualified in its entirety by reference to the Code of Ethics. We will provide a copy of the Code of Ethics to any client, or prospective client or investor, upon request. Please contact Nraffone@newedgecg.com to request a copy.

B. Participation or Interest in Client Transactions.

Aligned and/or its Supervised Persons may at any time own or invest in the same securities as it recommends to its clients subject to pre-approval. All Supervised Persons of Aligned are required to submit to the Firm duplicate copies of all trades and account statements for review. Aligned does not allow any employee to trade ahead of their clients. For individual securities such as stocks and bonds, any employees invested in the same models as clients are block traded where an average price is used.

Aligned does not typically effect transactions as principal (i.e., where Aligned or any of its supervised persons, or affiliates, were to, for their own account, buy from or sell securities to or from a client account). If Aligned wishes to effect any transactions as principal, Aligned will obtain client consent before the completion of each such transaction. Aligned may also engage in cross transactions for certain clients whereby Aligned is acting as an investment adviser for one or more advisory clients and sells or buys securities from or to one or more advisory clients, and where all such clients provide a blanket consent in the investment advisory contract, or otherwise in writing, to Aligned’s entering into cross transactions. When cross transactions are engaged in, a potentially conflicting division of loyalties and responsibilities may arise for Aligned, and Aligned maintains policies and procedures to help assure that Aligned is acting in the best interests of each advisory client whose account participates in the cross transaction. Clients may revoke their consent for Aligned to engage in cross transactions upon written notice to Aligned. Aligned will effect cross-transactions only when we deem the practice to be advantageous for each participating account, and the terms of any such transaction are fair and reasonable. Aligned will ensure it, or the relevant custodian or broker provides confirmation of principal or cross-transactions in accordance with applicable law. Due to regulatory restrictions, Aligned does not include any accounts governed by the Employee Retirement Income Security Act (”ERISA”), in any cross transactions.

Item 12: Brokerage practices

Factors Used to Select Custodians and/or Broker-Dealers

Aligned recommends that clients maintain custody of their assets with custodians that are supported by the Firm's operational infrastructure. As part of its advisory business, Aligned utilizes certain operational, administrative and technology services provided by NewEdge, including access to custodial relationships and related trading, reporting and operational systems. Accordingly, Aligned generally recommends custodians that are compatible with the NewEdge's operating platform.

Clients retain the ultimate decision whether to establish and maintain their accounts with a recommended custodian. Although Aligned generally recommends custodians supported by its operational platform, Aligned evaluates recommended custodians based on factors including execution capability, financial strength, service quality, technology, costs, operational support, and the ability to meet the client's needs. Aligned's recommendations are made in the client's best interest and are not based solely on the Firm's relationship with NewEdge. Accordingly, this arrangement creates a potential conflict of interest because Aligned has an incentive to recommend custodians supported by the NewEdge platform due to the operational efficiencies those custodians provide.

Aligned does not receive referral fees or other compensation in exchange for recommending any custodian. However, Aligned indirectly receives benefits from certain custodian relationships. For example, NewEdge maintains a business relationship with Fidelity, a broker-dealer which provides NewEdge with operational and back-office support including access to a network of service providers. Through Fidelity’s network of service providers, NewEdge has access to trading technology, transition support, reporting, custody, brokerage, investments, compliance, and other related services. Aligned, in turn, benefits from these services provided by Fidelity to NewEdge. NewEdge reviews all such relationships, including the service providers engaged, on an ongoing basis to ensure clients are receiving competitive rates in relation to the quality and scope of the services provided.

When evaluating recommended custodians and their affiliated broker-dealers, Aligned considers a variety of qualitative factors, including:

• Execution quality and reliability
• Breadth of investment options
• Cost (e.g., commission rates, account fees)
• Custody and operational support
• Availability of technology and reporting tools
• Financial strength and reputation
• Overall ability to support the Firm’s advisory services and client needs

To the extent a transaction fee is payable, Aligned has a duty to seek best execution for client transactions. Best execution does not necessarily mean the lowest available commission or transaction cost. Rather, Aligned considers the full range and quality of a broker-dealer's services, including execution capability, responsiveness, financial responsibility, operational efficiency, available technology, and overall value provided to clients. Accordingly, although Aligned seeks competitive transaction costs, it may determine that paying a higher commission or transaction fee is appropriate when doing so is consistent with its duty to obtain best execution for clients. As described above, Clients enter into separate custodial agreements with their selected custodians, which custodians are generally recommended by Aligned. Aligned does not generally allow directed brokerage discretion from any client. However, clients generally must choose from the custodians recommended by Aligned to have their account managed by Aligned. As part of the advisory agreements signed with Aligned, clients direct Aligned and/or the applicable Independent Managers to execute transactions through the client’s custodian, and as described above, these custodians are typically accessed through Aligned’s service relationship with NewEdge. Those custodians (or broker-dealers affiliated with them) execute securities transactions for client accounts. By directing brokerage to the client’s custodian, clients acknowledge that they may not receive the most favorable execution of transactions in all circumstances.

Aligned does not consider, in selecting or recommending broker/dealers, whether Aligned receives client referrals from the custodians or other third party.

Item 13: Review of accounts

Aligned monitors client portfolios on a regular and ongoing basis. Client reviews are conducted periodically and at least annually. All clients are encouraged to discuss their needs, goals and objectives with Aligned and to keep Aligned informed of any changes thereto. Aligned contacts ongoing clients at least annually to review its services and/or recommendations and quarterly to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives.

Clients are provided with transaction confirmation notices and regular summary account statements directly from the custodians where their assets are custodied. Clients also receive written or electronic reports from Aligned on a quarterly basis, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from Aligned or an outside service provider.

Item 14: Client referrals and other compensation

Aligned does not receive an economic benefit from non-clients for providing investment advice or other advisory services. The Firm currently has not entered into any agreement with any promotors or placement agents.

Item 15: Custody

Aligned does not take physical custody over client’s cash or securities. However, Aligned is deemed to have custody in certain situations under guidance issued by the SEC. Specifically, pursuant to the Investment Advisers Act of 1940, Aligned is deemed to have “constructive custody” of client funds because we have the authority and ability to debit our fees directly from the accounts of those clients receiving our services. Additionally, certain clients have, and could in the future, sign a Standing Letter of Authorization (“SLOA”) that gives us the authority to transfer funds to a third-party as directed by the client in the SLOA. This is also deemed to give us custody. Custody is defined as any legal or actual ability by the firm to withdraw client funds or securities. Firms with deemed 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 us 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, we must receive written authorization from clients permitting advisory fees to be deducted from the client’s account.
2. In the case of SLOAs, we 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 our firm, and (ii) ensure that certain requirements are being performed by the qualified custodian.

The qualified custodian that is selected by a client maintains actual physical custody of client assets. Client account statements from custodians will be sent directly to each client to the email or postal mailing address that is provided to the qualified custodian selected by the client. Clients are encouraged to compare information provided in reports or statements received from Aligned (via NewEdge) with the account statements received from their custodian for accuracy. In addition, clients should understand that it is their responsibility, not the custodian’s, to ensure that the fee calculation is correct.

If client funds or securities are inadvertently received by Aligned, they will be returned to the sender immediately, or as soon as practical.

We encourage our clients to raise any questions with us about the custody, safety or security of their assets. The custodians we do business with will send clients independent account statements listing your account balance(s), transaction history and any fee debits or other fees taken out of your account.

Item 16: Investment discretion

Aligned is granted the discretionary authority to manage its client accounts, and is authorized to make purchase and sale decisions for them, subject to their respective investment objectives and guidelines as set forth in their respective Advisory Agreement.

Item 17: Voting client securities

Aligned does not accept the proxy authority to vote securities held in client accounts. Clients will receive proxies and other solicitations directly from their custodian or transfer agent. In the event that proxies are sent to Aligned, we will forward them to the appropriate client and request the party who sent such proxies to mail them directly to the client in the future. Clients may contact Aligned to discuss questions they may have about particular proxy votes or other solicitations.

Item 18: Financial information

Aligned does not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy petition at any time during the past ten years.