ITEM 5 - ADDITIONAL COMPENSATION ................................................................................................... iii ITEM 6 - SUPERVISION ............................................................................................................................. iv Darren S. Northam ............................................................................................................................. v ITEM 2 - EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE ...................................................... v Professional Designations .................................................................................................................... v ITEM 3 - DISCIPLINARY INFORMATION .................................................................................................... vi ITEM 5 - ADDITIONAL COMPENSATION ................................................................................................... vi ITEM 6 - SUPERVISION ............................................................................................................................ vii PRIVACY INFORMATION .................................................................................................................... A Clay Northam Wealth Management Brochure Revised October 5, 2023 6 Description of Advisory Firm Clay Northam Wealth Management, LLC (“CNWM,” “we,” “our,” or “us”) is a privately owned limited liability company registered as an investment adviser with the U.S. Securities and Exchange Commission. Brian Clay CFP, Inc. and Darren Northam CFP, Inc. are the Managing Partners of CNWM. Fiduciary Duty Registered investment advisers are considered fiduciaries under federal law. Our fiduciary duty carries with it an obligation to act in the best interest of our clients pursuant to a relationship of trust and confidence. It encompasses a duty of care and a duty of loyalty. Duty of Care The duty of care includes, among other things, 1. the duty to provide advice that is in the best interest of the client; 2. the duty to seek best execution of a client’s transactions where the adviser has the responsibility to select broker-dealers to execute client trades; and 3. the duty to provide advice and monitoring over the course of the relationship. The duty to provide advice suitable to each client based on a reasonable understanding of the client’s objectives is a critical component of the duty of care. Providing suitable advice includes making a reasonable inquiry into the client’s financial situation, investment experience, and financial goals and then updating this information as necessary throughout the course of the relationship to reflect the client’s changing objectives over time and adjusting the advice we provide to reflect any changed circumstances. When CNWM has the responsibility to select broker-dealers to execute client trades in discretionary accounts, we seek to trade such that the client’s total cost or proceeds in each transaction are the most favorable under the circumstances. In doing so, we consider the full range and quality of a broker’s services and so the determinative factor is not necessarily the lowest possible commission cost but whether the transaction represents the best qualitative execution. Moreover, we periodically and systematically evaluate the execution we receive on behalf of our clients. Our duty of care includes an obligation to provide advice and monitoring at a frequency that is in the best interest of the client, taking into account the scope of the agreed relationship. This scope is indicated by the duration and nature of the services as outlined in each client’s advisory arrangement and extends to all personalized advice provided to clients. Duty of Loyalty CNWM adheres to a duty of loyalty where we seek to serve the best interests of our clients and never subordinate the interests of our clients to our own. Simply put, CNWM cannot place its own interests ahead of the interests of our clients. In observance of this duty, we must make full and fair disclosure to clients of all material facts relating to the advisory relationship. Further, we also seek to eliminate or at least expose through full and fair disclosure all conflicts of interest which might incline CNWM, consciously or unconsciously, to render advice that is not disinterested. We believe that in order for disclosure to be full and fair, it should be sufficiently specific so that each client is able to understand the Clay Northam Wealth Management Brochure Revised October 5, 2023 7 material fact or conflict of interest and make an informed decision whether to provide consent. Consequently, we provide this ADV 2A brochure to all prospective clients at or before entering into a contract so that they can use the information within to decide whether or not to enter into an advisory relationship. Advisory Services Offered CNWM offers the following services to advisory clients: Investment Management Services CNWM offers investment management services through which Brian Clay and Darren Northam direct and manage client assets. These services include the design, implementation, and monitoring of client accounts on a discretionary basis. We primarily utilize mutual funds, exchange traded funds (“ETFs”), and individual equity and fixed income securities when making investment selections in client accounts. We also occasionally transact in non-traded real estate investment trusts (REITs). CNWM also offers advice regarding additional types of investments if we believe they are appropriate to address the individual needs, goals, and objectives of the client or in response to client inquiry. We may offer investment advice on any investment held by the client at the

start of the advisory relationship. CNWM obtains financial data from the client and tailors the investment strategy to each client’s specific needs. Each portfolio will be initially designed in an effort to meet a particular investment goal, which our Founding Principals believe to be suitable for the client’s circumstances. Once the portfolio is designed, a Founding Principal will review the portfolio at least quarterly and rebalance, as he deems necessary, based on the client’s individual needs, stated goals, and objectives. Clients have the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio, such as when a client needs to keep a minimum level of cash in the account or does not want us to buy or sell certain specific securities or security types in the account. We reserve the right to not accept and/or terminate management of a client’s account if we feel that the client-imposed restrictions would limit or prevent us from meeting or maintaining the client’s investment strategy. Financial Planning Services CNWM provides complimentary financial planning services as part of our overall investment management services at a client’s request or for a separate fee to non-investment management clients, as described below. Plan results are delivered verbally or in writing at the discretion of CNWM’s principals. In general, we seek to address all or part of the following areas in the financial plan:
• Goals and objectives
• Net worth
• Cash flow planning
• Tax planning review
• College funding
• Risk management and insurance planning
• Retirement planning
• Investment planning
• Estate planning Clay Northam Wealth Management Brochure Revised October 5, 2023 8 CNWM gathers information for our financial planning services through personal interviews and document requests. Information gathered generally includes a client's current financial status, future life goals, and attitudes towards risk. Related documents supplied by the client are carefully reviewed by CNWM, and a plan is prepared. Should a client choose to implement the recommendations contained in the plan, CNWM suggests the client work closely with his/her attorney, accountant, insurance agent, mortgage broker, and/or investment adviser. Implementation of financial plan recommendations is entirely at the client's discretion. Clients may choose but are not required to have CNWM assist with financial plan implementation, including investment management services. Clients that choose to utilize CNWM for financial plan implementation should keep us informed of any changes to their financial situation so that we can determine if corresponding adjustments to the financial plan are necessary. Sub‐Advisory Services Clients can also access the investment management services of unaffiliated third party money managers through a sub-advisory program offered through Schwab’s Managed Accounts Select/Access Platform. These services are offered as separately managed accounts in CNWM’s investment strategies. Limitations on Investments In some circumstances, CNWM’s advice may be limited to certain types of securities. Limitation by Plan Sponsor/Employer In the event CNWM is managing assets within a retirement plan such as 401(k), 403(b), QRP or other employer plan, CNWM is limited to those investment providers and investment options chosen by the plan administrator. Similarly, when we provide services to participants in an employer-sponsored plan, the participant may be limited to investing in securities included in the plan’s investment options. Therefore, CNWM can only select investments to the client from among the available options and will not invest the client’s account in other securities, even if there may be more suitable options elsewhere. Mutual Fund Limitations Generally, CNWM limits mutual fund selections to no load funds or load-waived equivalents. Limitation by Client CNWM may also limit advice based on certain client-imposed restrictions. For more information about the restrictions clients can put on their accounts, see Tailored Services and Client Imposed Restrictions in this Item below. Non-Managed Assets At its discretion, CNWM may offer securities trading activities for cash and securities in a client’s non- managed account, acting as an intermediary between the client and the custodian of the non-managed account. We do not generally provide investment advice regarding a client’s non-managed assets or provide opinions as to the merits of any securities in non-managed accounts. We also do not make any judgments as to the appropriateness of assumed risk or suitability of any non-managed investment given the client’s situation. At our discretion, CNWM may offer this service in consideration of the client’s other accounts that we manage. Clay Northam Wealth Management Brochure Revised October 5, 2023 9 Tailored Services and Client Imposed Restrictions CNWM makes individual investment decisions for clients based on a financial review and plan to help clients formulate realistic investment objectives. It is the client’s responsibility to keep us informed of any changes to his/her investment objectives. In limited circumstances, clients may request restrictions on the account, such as when a client needs to keep a minimum level of cash in the account or does not want CNWM to buy or sell specific securities or security types in the account. CNWM reserves the right to not accept and/or terminate management of a client’s account if we feel that the client-imposed restrictions would limit or prevent us from meeting or maintaining our overall investment strategy for the client. Wrap Fee Programs CNWM previously provide asset management services to clients under the Clay Northam Wealth Management, LLC Wrap Fee Program. We no longer provide services to this or any other wrap fee program. Assets Under Management CNWM manages client assets in discretionary accounts on a continuous and regular basis. As of December 31, 2022, CNWM had $197,909,650 in assets under our management.