TVAMP is an investment advisor registered with the U.S. Securities and Exchange Commission and is a limited liability company (LLC) formed under the laws of the State of Tennessee.
• Jeffrey B. Foster is the Chief Compliance Officer (CCO) and Managing Member of TVAMP.
• Charles J. Sweat and Scott B. Fisher are also Managing Members of TVAMP.
• Luke A. Bowes is a Member of TVAMP. Introduction The investment advisory services of TVAMP are provided to you through an appropriately licensed and qualified individual who is an investment adviser representative of TVAMP (referred to as your investment adviser representative throughout this brochure). Your investment adviser representative may either be an employee or independent contractor of TVAMP. Your investment adviser representative is limited to providing the services and charging investment advisory fees in accordance with the descriptions detailed in this brochure. However, the exact services you will receive and the fees you will be charged are dependent upon your investment adviser representative and your geographic location. Description of Advisory Services The following are descriptions of the primary services of TVAMP. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and TVAMP before we can provide you with the services described below. Asset Management Services – TVAMP offers asset management services, which involves TVAMP providing you with continuous and on-going supervision over your specified accounts. You must appoint our firm as your investment adviser of record on specified accounts (collectively, the “Account”). The Account consists only of separate account(s) held by qualified custodian(s) under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) of the Account. The Account is managed by us based on your financial situation, investment objectives and risk tolerance. We actively monitor the Account and provide advice regarding buying, selling, reinvesting or holding securities, cash or other investments in the Account. We will need to obtain certain information from you to determine your financial situation and investment objectives. Accounts are therefore managed on the basis of your individual financial situation and investment objectives. We encourage clients, at least quarterly, to notify us whether your financial situation or investment objectives have changed, or if you want to impose and/or modify any reasonable restrictions on the management of your accounts. At least annually, we contact individual clients to determine whether their financial situation or investment objectives have changed, or if the client wants to impose and/or modify any reasonable restrictions on the management of accounts managed. We are always reasonably available to consult with individual clients relative to the status of their accounts. You have the ability to impose reasonable restrictions on the management of your accounts, including the ability to instruct us not to purchase certain securities. Tennessee Valley Asset Management Partners, LLC Form ADV Part 2A Disclosure Brochure Page 6 It is important that you understand that we manage investments for other clients and may give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you or actions we take for you. We are not obligated to buy, sell or recommend to you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that we manage. We strive to allocate investment opportunities believed appropriate for your account(s) and other accounts advised by our firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose the information to any client or use it for any client’s benefit. Retirement Plan Rollover Recommendations – TVAMP does not recommend rollovers to our clients or prospects. The firm’s activities will be strictly limited to educating clients and prospects as to their options. Should you decide to engage TVAMP to provide investment advice to you regarding your retirement plan account or individual retirement account, we become fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. Tennessee Valley Asset Management Partners, LLC Form ADV Part 2A Disclosure Brochure Page 7 Financial Planning & Consulting Services – TVAMP offer financial planning services that can involve preparing a written financial plan covering specific or multiple topics. We can provide full written financial plans, which typically address the following topics: Investment Planning, Retirement Planning, Insurance Planning, Education Planning, Portfolios Review, and Asset Allocation. Under this program, the role of your investment adviser representative as a financial planner is to find ways to help you understand your overall financial situation and help you set financial objectives. We also provide modular financial plans which only cover those specific areas of concern mutually agreed upon by you and us. A modular written financial plan is limited or segmented and does not involve the creation of a full written financial plan. You should be aware that other important issues may not be taken into consideration when your investment adviser representative develops his or her analysis and recommendations under a modular written financial plan. Written financial plans prepared by us under this Agreement do not include specific recommendations of individual securities. We also offer consultations in order to discuss financial planning issues when you do not need a written financial plan. We offer a one-time consultation, which covers mutually agreed upon areas of concern related to investments or financial planning. We also offer “as-needed” consultations, which are limited to consultations in response to a particular investment or financial planning issue raised or request made by you. Under an “as-needed” consultation, it will be incumbent upon you to identify those particular issues for which you are seeking our advice or consultation on. In addition to these services, we offer ongoing advisement consultations to participants in retirement plans (401(k) plans, profit sharing plans, etc.). When providing these services, we review your financial situation, goals and objectives as well as the investment options available in the retirement plan. We will review your retirement plan account at semi-annually intervals and will make such recommendations from the list of available investment options in your retirement plan account as are deemed appropriate and consistent with your stated investment objectives and risk tolerance. These services do not constitute asset management services for your retirement plan account; we do not have investment discretion or trading authority over your retirement plan account. You determine whether or not to implement our advice. The implementation of any trades in your retirement plan account is your responsibility. Our financial planning and consulting services do not involve implementing any transaction on your behalf or the active and ongoing monitoring or management of your investments or accounts. You have the sole responsibility for determining whether to implement our financial planning and consulting recommendations. To the extent that you would like to implement any of our investment recommendations through TVAMP or retain TVAMP to actively monitor your investments, you must execute a separate written agreement with TVAMP for our asset management services. Divorce Financial Planning and Consulting As a portion of TVAMP’s Financial Planning and Consulting services certain Investment Advisor Representatives may specialize in working with clients dealing with specific issues in analyzing and evaluation of the long-term financial impact of divorce settlements. These services may take the form of hourly consulting sessions or the development of a formal written plan. All fees will be charged as disclosed in the Financial Planning and Consulting section of Item 5 – Fees and Compensation. Estate Planning TVAMP may engage EncorEstate Plans, a software providing third-party services for estate planning. TVAMP will gather documents to assist clients with the creation and/or updating of existing. The fees associated with estate planning services are separate, in addition to your ongoing financial planning or Tennessee Valley Asset Management Partners, LLC Form ADV Part 2A Disclosure Brochure Page 8 advisory fees and are disclosed in Item 5 – Fees and Compensation. Referral of Third-Party Money Managers TVAMP offers advisory services by referring clients to a third-party money manager offering asset management and other investment advisory services. The third-party managers are responsible for continuously monitoring client accounts and making trades in client accounts when necessary. As a result of the referral, we are paid a portion of the fee charged and collected by the third-party money managers in the form of solicitor fees. Each solicitation arrangement is performed pursuant to a written solicitation agreement and is in compliance with SEC Rule 206(4)-3 and applicable state securities rules and regulations. Under this program, we assist you with identifying your risk tolerance and investment objectives. We recommend outside money managers in relation to your stated investment objectives and risk tolerance, and you may select a recommended third-party money manager or model portfolio based upon your needs. You must enter into an agreement directly with the third-party money manager who provides your designated account with asset management services. We are available to answer questions that you may have regarding your account and act as the communication conduit between you and the third-party money manager. The third-party money manager may take discretionary authority to determine the securities to be purchased and sold for you. We do not have any trading authority with respect to your designated account managed by the outside money manager. Although we review the performance of numerous third-party investment advisor firms, we enter into only a select number of relationships with third-party investment advisor firms that have agreed to pay us a portion of the overall fee charged to our clients. Therefore, TVAMP has a conflict of interest in that it will only recommend third-party investment advisors that will agree to compensate us for referrals of our clients. Clients are advised that there may be other third-party managed programs, not recommended by our firm, that are suitable for the client and that may be more or less costly than arrangements recommended by our firm. No guarantees can be made that a client’s financial goals or objectives will be achieved by a third-party investment advisor recommended by our firm. Further, no guarantees of performance can ever be offered by our firm (please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more details). LPL Financial Sponsored Advisory Programs TVAMP may provide advisory services through certain programs sponsored by LPL Financial LLC (LPL), a registered investment advisor and broker-dealer. Below is a brief description of each LPL advisory program available to TVAMP. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the potential conflicts of interest presented by the programs please see the program account packet (which includes the account agreement and LPL Form ADV program brochure) and the Form ADV, Part 2A of LPL or the applicable program. Manager Access Select Program Manager Access Select provides clients access to the investment advisory services of professional portfolio management firms for the individual management of client accounts. The advisor will assist the client in Tennessee Valley Asset Management Partners, LLC Form ADV Part 2A Disclosure Brochure Page 9 identifying a third-party portfolio manager (Portfolio Manager) from a list of Portfolio Managers made available by LPL. The Portfolio Manager manages a client’s assets on a discretionary basis. The advisor will provide initial and ongoing assistance regarding the Portfolio Manager selection process. A minimum account value of $100,000 is most commonly required for Manager Access Select, however, in certain instances, the minimum account size may be as little as $25,000 and as high as $250,000. Optimum Market Portfolios We have entered into an arrangement with LPL to provide services through the Optimum Market Portfolios Program (“OMP”), a wrap-fee program sponsored by LPL. If you contract for this service, you must establish a brokerage account through LPL which serves as the broker/dealer and qualified custodian. OMP offers clients the ability to participate in a professionally managed asset allocation

program using OMP Funds Class I shares. We obtain your necessary financial data and assist you in determining the suitability of OMP and in setting an appropriate investment objective. We assist you with opening an account and determining an investment portfolio. Once the program minimum has been reached and a portfolio selected, LPL purchases OMP funds in amounts appropriate for the portfolio selected. LPL is responsible for rebalancing the account on the frequency selected jointly by you and us. There are several OMP funds that may be purchased within an OMP account. LPL follows a strategic asset allocation investment style in constructing portfolios for OMP clients. Asset allocation methodology is implemented by combining investments representing various asset classes that reflect differently to varying market conditions. Thus, if one asset class reacts negatively to certain market events, the potential exists for another asset class to react positively. However, there is no guarantee that the use of an asset allocation strategy will produce favorable results. We are responsible for providing you with information about the investment strategy and the portfolios selected for you. LPL will directly provide you with quarterly account statements (monthly when activity occurs in the account), confirmations and performance reports. Model Wealth Portfolios We have an arrangement with LPL to provide services through the Model Wealth Portfolios (“MWP”) program, a wrap-fee program sponsored by LPL. If you contract for this service you must establish a brokerage account through LPL which serves as the broker/dealer and qualified custodian. MWP offers clients a professionally managed mutual fund asset allocation program in which LPL, in its capacity as an investment advisor, directs and manages specified client assets. A minimum account value of $25,000 is required for MWP. We obtain your necessary financial data and assist you in determining the suitability of MWP and in setting an appropriate investment objective. We assist you in opening an account and determining an investment portfolio designed by LPL’s Research Department. LPL’s Research Department is responsible for selecting the mutual funds within a portfolio and for making changes to the mutual funds selected. In certain cases, a portfolio may consist only of mutual funds within the same fund family. In such a portfolio, LPL’s Research Department will select only those mutual funds within the fund family. You must grant TVAMP discretionary authority to select the portfolios suitable for you and must grant LPL discretionary authority to select investments held within portfolios and rebalance positions within the portfolios. Tennessee Valley Asset Management Partners, LLC Form ADV Part 2A Disclosure Brochure Page 10 LPL follows a dynamic asset allocation investment style in constructing portfolios for MWP clients. Asset allocation methodology is implemented by combining investments representing various asset classes that respond differently to varying market conditions. Thus, if one asset class reacts negatively to certain market events, the potential exists for another asset class to react positively. However, there is no guarantee that the use of an asset allocation strategy will produce favorable results. We are responsible for providing you with information about the investment strategy and the portfolios selected for you. You receive quarterly account statements (monthly when activity occurs in the account), confirmations, and performance reports directly from LPL. Variable Sub-Account Management Services – Under our sub-account management services, TVAMP manages your variable annuity contract by selecting, monitoring and exchanging as necessary between sub-accounts available from the insurance company issuing the variable annuity contract. Under this program, we assist you in completing a questionnaire which details your financial goals, risk tolerance and time horizon. You will have the opportunity to list on your investment advisory agreement with our firm any reasonable restrictions on the sub-accounts that may be utilized by TVAMP. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however, we will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. Once you have provided us with the necessary information and made the appropriate authorizations, TVAMP utilizes trading authority to place the transactions as directed by you. TVAMP may utilize signal providers for guidance regarding investment strategies, asset allocations and timing of exchanges. TVAMP will monitor your sub-accounts and exchange sub-accounts as necessary and in accordance with your investment objective and risk tolerance. Newsletters TVAMP occasionally prepares general, educational, and informational newsletters. Newsletters are always offered on an impersonal basis and do not focus on the needs of a specific individual. Seminars TVAMP may occasionally provide seminars in areas such as financial planning, retirement planning, estate planning, college planning and charitable planning. Seminars are always offered on an impersonal basis and do not focus on the individual needs of participants. Workshops TVAMP offers educational, informative and motivational workshops to the public as well as associations, family foundations and employers. Workshops are always offered on an impersonal basis and do not focus on the individual needs of the participants. Tennessee Valley Asset Management Partners, LLC Form ADV Part 2A Disclosure Brochure Page 11 Limits Advice to Certain Types of Investments Although we generally provide advice on Mutual Funds and Exchange Traded Funds, we reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. TVAMP provides investment advice on the following types of investments:
• Mutual Funds
• Exchange Traded Funds (ETFs)
• Exchange-listed Securities
• Securities Traded Over-the-Counter
• Foreign Issues
• Warrants
• Corporate Debt Securities
• Commercial Paper
• Certificates of Deposit
• Municipal Securities
• Variable Annuities that have been approved for inclusion in the LPL Platform
• US Government Securities
• Options Contracts on Securities
• Interests in Partnerships Investing in Real Estate
• Interests in Partnerships Investing in Oil and Gas Interests Different fund categories have different risk characteristics and investors should not compare different categories. For example, a bond fund and a stock fund that both have below average risk still have different risk/return potential (stock funds traditionally have higher risk/return potential). Risks are based on the investments held in the fund. For example, a bond fund faces interest rate risk and income risk and income is affected by the change in interest rates. A sector fund (investing in a single industry) is at risk that its price will decline due to industry developments. The following are risks to consider when investing in mutual funds:
• Call Risk: A bond issuer may redeem high-yield bonds before maturity date due to falling interest rates.
• Default Risk: A bond issuer may fail to repay interest and principal.
• Income Risk: Dividends in a fixed income fund may decline due to falling interest rates.
• Geology Risk: Political events, natural disasters or financial problems may weaken a country or state’s economy and cause investments to decline.
• Industry Risk: Stocks in a single industry may decline due to developments in that industry.
• Inflation Risk: Increases in the cost of living can reduce or eliminate a fund’s actual returns when adjusted for inflation.
• Manager Risk: A manager may not execute the fund’s investment strategy in a timely or effective manner. When providing asset management services, TVAMP typically constructs each client’s account holdings using Exchange Traded Funds and Mutual Funds to build diversified portfolios. We may modify our investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax situations. Tennessee Valley Asset Management Partners, LLC Form ADV Part 2A Disclosure Brochure Page 12 You have the ability to place reasonable restrictions on the types of investments that may be purchased in your account. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Participation in Wrap Fee Programs TVAMP offers services through both wrap-fee programs and non-wrap fee programs. A wrap fee program is defined as any advisory program under which a specified fee or fees not based directly upon transactions in a client’s account is charged for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions. Whenever a fee is charged to a client for services described in this brochure (whether wrap fee or non-wrap fee), we will receive all or a portion of the fee charged. WRAP Fee Program Disclosure As representative of LPL Financial, LLC, the investment advisor representatives of TVAMP have the ability to offer the WRAP account services conducted under the TVAMP MAP Program II though the LPL though the SWM II program. Although clients do not pay a transaction charge for transactions in a SWM II account, clients should be aware that TVAMP pays LPL transaction charges for those transactions. The transaction charges paid by TVAMP vary based on the type of transaction (e.g., mutual fund, equity or ETF) and for mutual funds based on whether or not the mutual fund pays 12b-1 fees and/or recordkeeping fees to LPL. Transaction charges paid by the Advisor for equities are $7 and ETFs are $0- $9. For mutual funds, the transaction charges range from $0 to $26.50. Because TVAMP pays the transaction charges in SWM II accounts, there is a conflict of interest in cases where the mutual fund is offered at both $0 and $26.50. Clients should understand that the cost to Advisor of transaction charges may be a factor that TVAMP considers when deciding which securities to select and how frequently to place transactions in a SWM II account. In many instances, LPL makes available mutual funds in a SWM II account that offer various classes of shares, including shares designated as Class A Shares and shares designed for advisory programs, which can be titled, for example, as “Class I,” “institutional,” “investor,” “retail,” “service,” “administrative” or “platform” share classes (“Platform Shares”). The Platform Share class offered for a particular mutual fund in SWM II in many cases will not be the least expensive share class that the mutual fund makes available and was selected by LPL in certain cases because the share class pays LPL compensation for the administrative and recordkeeping services LPL provides to the mutual fund. Client should understand that another financial services firm may offer the same mutual fund at a lower overall cost to the investor than is available through SWM II. In other instances, a mutual fund may offer only Class A Shares, but another similar mutual fund may be available that offers Platform Shares. Class A Shares typically pay LPL a 12b-1 fee for providing shareholder services, distribution, and marketing expenses (“brokerage- related services”) to the mutual funds. Platform Shares generally are not subject to 12b-1 fees. As a result of the different expenses of the mutual fund share classes, it is generally more expensive for a client to own Class A Shares than Platform Shares. An investor in Platform Shares will pay lower fees over time and keep more of his or her investment returns than an investor who holds Class A Shares of the same fund. Other financial services firms may offer the same mutual fund at a lower overall cost to the investor than is available through the LPL Programs. TVAMP has a financial incentive to recommend Class A Shares in cases where both Class A and Platform Shares are available. This is a conflict of interest which might incline TVAMP, consciously or Tennessee Valley Asset Management Partners, LLC Form ADV Part 2A Disclosure Brochure Page 13 unconsciously, to render advice that is not disinteresting. Although the client will not be charged a transaction charge for transactions, Advisor pays LPL a per transaction charge for mutual fund purchases and sales in the account. TVAMP generally does not pay transaction charges for Class A Share mutual fund transactions accounts, but generally does pay transaction charges for Platform Share mutual fund transactions. The cost to TVAMP of transaction charges generally may be a factor Advisor considers when deciding which securities to select and whether or not to place transactions in the account. Tailor Advisory Services to Individual Needs of Clients TVAMP’s services are always provided based on your individual needs. This means, for example, that you are given the ability to impose restrictions on the accounts we manage for you, including specific investment selections and sectors. We work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. Our financial planning and consulting services are always provided based on your individual needs. We work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. However, we will not enter into an investment advisor relationship with a prospective client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. When managing client accounts through our firm’s Asset Management Services program, we may manage a client’s account in accordance with one or more investment models. When client accounts are managed using models, investment selections are based on the underlying model and we do not develop customized (or individualized) portfolio holdings for each client. However, the determination to use a particular model or models is always based on each client’s individual investment goals, objectives and mandates. Client Assets Managed by TVAMP The amount of client’s assets managed by us totaled $677,005,668 as of December 31, 2023. $664,539,978 is managed on a discretionary basis and $12,465,689 is managed on a non-discretionary basis.