ANOVA Management Inc.

CRD #317812

Form ADV Part 2A – Disclosure Brochure

Effective: September 25, 2025

1671 Brunes Mill Road

Columbus, TX 78934

www.ANOVAmgt.com

Phone: (713) 459-5254

This Form ADV Part 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of ANOVA Management Inc. (referred to as “we,” “our,” “us,” “Advisor,” or “ANOVA”). If you have any questions about the content of this Disclosure Brochure, please contact the Advisor at (713) 459-5254. The information in this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information about ANOVA to assist you in determining whether to retain the Advisor.

Additional information about ANOVA and its Advisory Persons is available on the SEC’s website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name.

Item 2: Material Changes

This version of ANOVA Management Inc.’s Disclosure Brochure is an other-than-annual amendment filing. It contains information regarding our qualifications, business practices, nature of the investment management services we provide, as well as a reasonable disclosure of any known and potential material conflicts of interest relating to our investment management business that could affect a client’s account with us. You should rely on the information contained in this document or other information that we have referred you to. We have not authorized anyone to provide you with information that is different. We encourage all current and prospective clients to read this Disclosure Brochure and discuss any questions you have with us. Should you have any additional questions or concerns regarding ANOVA or the contents of this Brochure, please contact Wayne Penello, Chief Compliance Officer, by phone at (713) 459-5254.

Material Changes

• Item 4: Updated regarding services and relationship with affiliated companies.
• Item 5: Updated regarding fees.
• Item 10: Updated regarding relationship with affiliated companies.
• Item 11: Updated regarding interest in client transactions.
• Item 11: Updated regarding review of client accounts
• Item 11: Updated regarding custody.
• Item 11: Updated regarding discretionary authority.

Full Brochure Available

From time to time, we will amend this Disclosure Brochure to reflect changes in business practices, regulations, and other routine updates as required updates as by the respective regulators. This complete Disclosure Brochure or a Summary of Material Changes will be provided to you annually and/or if a material change occurs. 

To request a complete copy of our Disclosure Brochure, contact us by telephone at (713) 459-5254 or by email to wpenello@ANOVAMGT.com.  Alternatively, you can view the current Disclosure Brochure online at the SEC’s Investment Advisor Public Disclosure website at www.advisorinfo.sec.

Item 3: Table of Contents

Item 1 Cover Page i

Item 2: Material Changes ii

Item 3: Table of Contents iii

Item 4: Advisory Services 1

Item 5:  Fees and Compensation. 3

Item 6: Performance-Based Fees and Side-By-Side Management 5

Item 7: Types of Clients 5

Item 8:  Methods of Analysis, Investment Strategies and Risk of Loss 5

Item 9: Disciplinary Information. 7

Item 10:  Other Financial Industry Activities and Affiliations 7

Item 11:  Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. 8

Item 12:  Brokerage Practices 9

Item 13:  Review of Accounts 10

Item 14: Client Referrals and Other Compensation. 11

Item 15:  Custody. 11

Item 16:  Investment Discretion. 11

Item 17:  Voting Client Securities 12

Item 18: Financial Information. 12

Item 19:    Requirements for State-Registered Advisers 12

Item 4: Advisory Services

1. Firm Information

ANOVA Management Inc. (“ANOVA” or the “Advisor”) is a registered investment advisor. The Advisor was organized in 2005 as a corporation under the laws of the State of Texas. ANOVA is owned by Wayne Penello.

• Advisory Services Offered

Investment Management Services

ANOVA generally recommends that its clients (“Clients” or “you”) invest in affiliated exchange traded funds (“ETFs”) registered under the Investment Company Act of 1940, as amended. These ETFs are managed by NextGen EMP, LLC (“NextGen”), an investment advisor firm registered with the U.S. Securities and Exchange Commission.

ANOVA is under common ownership with NextGen. Specifically, management persons of ANOVA are also management persons of NextGen; these individuals formed two ETFs (the Efficient Market Portfolio Plus ETF and the Efficient Market Portfolio Long ETF) in 2024. This relationship between ANOVA and NextGen creates a conflict of interest and Clients should be aware that:

• ANOVA management persons are affiliated with the ETFs and NextGen
• The expense ratio of the ETFs may be higher than the advisory fees that Clients are otherwise charged by ANOVA
• Instead of investing in the ETFs, Clients could instead choose to invest directly in individual securities matching the underlying positions of the ETFs without having to invest in the ETFs

ANOVA seeks to mitigate these conflicts by ensuring that clients will not be charged investment advisory fees on any portion of funds invested in the ETFs (because a portion of fees and expenses charged by the ETFs will be paid out to NextGen, which is an affiliate of ANOVA).

Services Limited to Specific Types of Investments

While ANOVA is not precluded from investing Client assets in other securities, the Advisor generally limits its investment advice to the affiliated ETFs as described above.

• Client Account Management

As between the ETFs described above, ANOVA will tailor its advisory services to the Client’s individual needs based on meetings and conversations with the Client. If a Client wishes to impose certain restrictions on investing in certain securities or types of securities, then the Advisor will address those restrictions with the Client to have a clear understanding of the Client’s requirements. If, however, the restrictions prevent ANOVA from properly servicing the account or would require ANOVA to deviate from its standard suite of services, then the Advisor reserves the right to refuse or end the advisory relationship.

• Wrap Fee Programs

A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. ANOVA does not participate in any wrap fee programs.

• Assets Under Management

As of December 31, 2024, ANOVA had $13,965,092 in discretionary assets under management and no non-discretionary assets under management. Clients may request more current information at any time by contacting the Advisor.

Item 5:  Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor.

1. Fees for Advisory Services

Prior to engaging ANOVA to provide investment advisory services, each Client is required to enter into a written agreement with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. ANOVA’s investment advisory fees are paid quarterly, in arrears, pursuant to the terms of the investment advisory agreement. Investment advisory fees are based on the market value of assets on the last business day of the quarter and ANOVA’s advisory fees are based on the following schedule:

Assets Managed                                  Annual Rate (%)

All Assets                                           Up to1.00%

These fees are generally negotiable, and the final fee schedule will be memorialized in the client’s advisory agreement. New account fees will be prorated based on the number of days the services were rendered in the quarter. Additionally, in the event the client terminates services before the quarter-end, ANOVA will charge a fee pro-rata based on the number of days the services were rendered.

Clients may terminate the agreement without penalty, for full refund of ANOVA’s advisory fees, within five business days of signing the agreement. Thereafter, clients may generally terminate the agreement upon written notice.

• Fee Billing

Investment advisory fees are calculated by the Advisor or its delegate and deducted from the Client’s account at the Custodian on a quarterly basis by the qualified custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account quarterly. The amount due is calculated by applying the quarterly rate (annual rate divided by 4) to the total assets under management with ANOVA. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the investment advisory fee. Clients are urged to review the brokerage statement from the Custodian, as the Custodian does not perform a verification of fees. Clients provide written authorization permitting advisory fees to be deducted by ANOVA to be paid directly from their account held by the Custodian as part of the investment advisory agreement and separate account forms provided by the Custodian.

• Other Fees and Expenses

The Affiliated ETFs

As discussed herein, when investing in the affiliated ETF(s), a Client will generally pay either ANOVA’s advisory fee or the expense ratio of the applicable affiliated ETF(s).

Unaffiliated Funds

With respect to any mutual funds and exchange-traded funds outside of the affiliated ETFs, the fees paid to ANOVA for investment advisory services are separate and distinct from any expenses charged by such mutual funds and exchange-traded funds to their shareholders. These fees and expenses, if any, are described in each fund’s prospectus and will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and/or a possible distribution fee. A Client may be able to invest in these products directly, without the services of ANOVA, but would not receive the services provided by ANOVA which are designed, among other things, to assist the Client in determining which products are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the funds and the fees charged by ANOVA to fully understand the total fees to be paid.

Other Third-Party Fees

Clients may also incur certain fees or charges imposed by third parties in connection with investments made on behalf of the Client’s account. Clients are generally responsible for all custody and securities execution fees charged by the custodian (the “Custodian”), as applicable. The fees charged by ANOVA are separate and distinct from these custody and execution fees.

• Prepayment of Advisory Fees

ANOVA receives its advisory fees in arrears. It does not collect fees in advance.

• Compensation for Sales of Securities

Other than as discussed above, ANOVA does not buy or sell securities to earn commissions and does not receive any compensation for securities transactions in any Client account beyond its investment advisory fees.

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

ANOVA does not charge performance-based fees for its investment advisory services. The fees charged by ANOVA are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any Client.

Item 7: Types of Clients

ANOVA generally offers investment advisory services to individuals and high net worth individuals, trusts, estates, charitable organizations, corporations, and other business entities. The amount of each type of Client is available on ANOVA’s Form ADV Part 1A. These amounts may change over time and are updated at least annually by the Advisor.

The Advisor does not have any minimum requirements for opening or maintaining an account.

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

1. Methods of Analysis

ANOVA’s Investment Philosophy

Eugene “Gene” Fama, who in 2013 was awarded the Nobel Memorial Prize in Economic Sciences, is the originator of the efficient-market hypothesis. First published in his 1965 Ph. D. thesis, Fama proposed that all relevant information, both public and private, is incorporated into market prices. Each new piece of information is used immediately and opportunistically by smart traders, analysts and investors in the competition for gains. The result is that the past cannot be used to predict the future in any meaningful way. While the markets are rarely perfectly efficient, it is nonetheless impossible to consistently outperform the market because the future is unknowable. Investors and investment advisors with track records that suggest they can, are almost certainly statistical outliers rather than market geniuses. For example, if 1,000 people each flipped a coin 10 times, we would expect just one person’s coin to land each time on heads (or tails). That person may believe they have developed a special way to flip coins but there is no evidence that they have a unique talent and a near certainty that they cannot repeat the performance.

Fama concluded that an equally weighted portfolio of stocks representing a broad sampling of the market will achieve market returns and outperform most, if not all, stock pickers. His research and publications questioned the traditional practice of selecting individual stocks and opened the door for passive investing in index funds as an alternative.

The investment strategy used by ANOVA is called Efficient Market Portfolio Plus (“EMP Plus”). The basic strategy follows Fama’s advice and builds a portfolio of equities representing a broad sampling of the market to achieve market returns. Where EMP Plus differs from Fama is that while he ignored the impact of major economic cycles on market returns, EMP Plus doesn’t. It employs a series of quantitative algorithms to test for the presence of “upward bias” in the markets, which is almost always present. Equities as a group have risen for decades supported by economic growth, innovation and inflation. But there are economic downturns that can mask these forces, and at times overwhelm them. When upward bias is observable, EMP Plus is invested. When it isn’t, EMP Plus may seek to reduce risk or pull out of that sector and temporarily move to cash or other assets until the upward bias reappears.

Note that when upward bias in not observable, the thesis of EMP Plus is that market gains are at best a 50/50 proposition. But more importantly, this subset of observations will include those periods when stock valuations have collapsed. While other advisors are busy trying to do the impossible (i.e., outsmart the market), EMP Plus accepts markets returns, except during those periods of economic contraction. In short, EMP Plus is designed to lose less in weak markets rather than to make more in healthy markets.

Analysis

ANOVA relies on EMP Plus to quantitatively analyze historical pricing data for each security to identify the presence of upward bias. ANOVA defines upward bias as the propensity for prices to work higher driven by factors that include, but may not be limited to, economic growth, industry sector innovations, and inflation. Multiple indicators are simultaneously applied to each security to develop a broad perspective of its strength. The results are compared to historical pro forma performance data to assess the likelihood of market appreciation. When the consensus of indicators exceeds a predetermined threshold, ANOVA believes this confirms the presence of upward bias and will invest in that asset class because it suggests higher prices are likely. Failure to exceed predetermined thresholds indicates the inability to observe upward bias and suggests the future pricing is at best a random walk. Pro forma results indicates that the subset of observations which fail to exceed predetermined thresholds also includes periods when large price declines were observed.

Strategy

ANOVA employs an actively managed investment strategy (EMP Plus) that is both passive and defensive. Passive investing is the foundation of ANOVA’s strategy. ANOVA allocates capital across a broad sampling of the equities markets using index fund exchange traded funds (“ETFs”) and then periodically rebalances this allocation as needed. The secondary goal of ANOVA’s investment strategy, which sets the Advisor apart from other investment advisors, is to lose less when the markets fall. To that end ANOVA considers cash to be an asset class and may move into cash when its analysis determines that upward bias is not observed. Under certain circumstances ANOVA may short ETFs that do not demonstrate upward bias. These efforts are expected to reduce portfolio volatility and maintain higher portfolio valuations. Pro forma results suggest the strategy will make less when prices rise and lose less when prices fall, resulting in enhanced compounded returns with measurably less risk.

There is no guarantee that a particular strategy will meet its investment goals. ANOVA may underperform the market should positions be exited immediately prior to a market rally. It is also possible that prices may decline more rapidly than would allow for the timely liquidation of positions, making it impossible to avoid losses. The investment strategy ANOVA employs is expected to minimize these risks by investing in multiple assets. Further, the strategy and thresholds may vary over time depending on changes in various factors which includes model updates, changes that affect market behavior and the addition or deletion of ETFs, or the equities comprising these ETFs.

ANOVA may give advice and take action for clients that differs from advice given or the timing or nature of action taken for other clients with different objectives. ANOVA is not obligated to initiate transactions for clients in any security which its principals, affiliates or employees may purchase or sell for their own accounts or for other clients. Clients should be aware that ETFs have unique characteristics and their cost structures differ, sometimes significantly, from other securities.

Risk of Loss

A client’s investment portfolio is affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic conditions, changes in laws and national and international political circumstances. Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients need to be aware that investing in securities involves risk of loss that clients must be prepared to bear.

ANOVA will assist Clients in determining an appropriate level of investment based on their tolerance for risk. Each engagement will entail a review of the client’s investment goals, financial situation, time horizon, tolerance for risk, and other factors to develop an appropriate risk target for managing an account.

ANOVA’s methods rely on the assumption that the underlying companies within the selection of ETFs are accurately reviewed by the rating agencies and that other publicly available sources of information about these securities are accurate and unbiased. While ANOVA is alert to indications the data may be incorrect, there is always a risk that ANOVA’s analysis may be compromised by inaccurate or misleading information.

Limited Types of Investments

ANOVA does primarily recommend that clients invest in the affiliated ETFs.

Material risks that apply to equity strategies, including exchange-traded funds, include but are not limited to, the following:

• Management Risk: Due to its passive and defensive management, a portfolio could underperform other portfolios with similar investment objectives and/or strategies.
• Allocation Risk: A portfolio may use an asset allocation strategy in pursuit of its investment objective. There is a risk that a portfolio’s allocation among asset classes or investments will cause a portfolio to lose value or cause it to underperform other portfolios with a similar investment objective and/or strategy, or that the investments themselves will not produce the returns expected.
• Sector/Industry Risk: The risk that the strategy’s concentration in equities in a specific sector or industry will cause the strategy to be more exposed to the price movements in and developments affecting that sector.
• Market and Timing Risk: Prices of securities may become more volatile due to general market conditions that are not specifically related to a particular company, such as adverse economic conditions or outlooks, adverse investor sentiment, changes in the outlook for corporate earnings, or changes in interest rates.
• Event Risk: The possibility that an unforeseen event will negatively affect a company or industry, and thus, increase the volatility of the security.
• Liquidity Risk: The risk that exists when a security’s limited marketability prevents it from being bought or sold quickly enough to avoid or minimize a loss.

Item 9: Disciplinary Information

There are no legal, regulatory, or disciplinary events involving ANOVA or its management persons. The Advisor values the trust Clients place in the Advisor. ANOVA encourages Clients to perform the requisite due diligence on any advisor or service provider that the Client engages. The backgrounds of the Advisor and certain advisory personnel are available on the Investment Advisor Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name.

Item 10:  Other Financial Industry Activities and Affiliations

As a registered investment advisor, we are required to disclose when we, or any of our principals, have any other financial industry affiliations.

1. Financial Industry Activities

ANOVA is not a registered broker/dealer and does not have an application pending as a broker/dealer.

• Financial Industry Affiliations

ANOVA is not a registered Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor and does not have an application pending to register as such. Furthermore, ANOVA’s management and supervised persons are not registered as and do not have an application pending to register as an associated person of the foregoing entities.

• Other Material Relationships

As detailed above, ANOVA is under common ownership with NextGen. Specifically, management persons of ANOVA are also management persons of NextGen; these individuals formed two ETFs (the Efficient Market Portfolio Plus ETF and the Efficient Market Portfolio Long ETF) in 2024. This relationship between ANOVA and NextGen creates a conflict of interest and Clients should be aware that:

• ANOVA management persons are affiliated with the ETFs and NextGen
• The expense ratio of the ETFs may be higher than the advisory fees that Clients are otherwise charged by ANOVA
• Instead of investing in the ETFs, Clients could instead choose to invest directly in individual securities matching the underlying positions of the ETFs without having to invest in the ETFs

ANOVA seeks to mitigate these conflicts by ensuring that clients will not be charged investment advisory fees on any portion of funds invested in the ETFs (because a portion of fees and expenses charged by the ETFs will be paid out to NextGen, which is an affiliate of ANOVA).

• Selection of Other Advisers

As discussed herein, ANOVA will recommend that clients invest in the affiliated ETFs managed by NextGen, but does not otherwise recommend or select third-party investment advisers for clients.

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

1. Code of Ethics

ANOVA has implemented a Code of Ethics (the “Code”) that defines the Advisor’s fiduciary commitment to each Client. This Code applies to all persons associated with ANOVA (“Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding the Advisor’s duties to each Client. ANOVA and its Supervised Persons owe a duty of loyalty, fairness, and good faith towards each Client. It is the obligation of such Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. ANOVA will provide a copy of the Code to any Client or prospective client upon request.

• Personal Trading with Material Interest

ANOVA allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Additionally, ANOVA does invest client assets in the affiliated ETFs and management persons of the Advisor receive compensation in connection with those investments. Clients should review Item 10 of this Disclosure Brochure for additional details.

• Personal Trading in Same Securities as Clients

ANOVA allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Owning the same securities that are recommended (purchase or sell) to Clients presents a conflict of interest that, as fiduciaries, must be disclosed to Clients and mitigated through policies and procedures. As noted above, the Advisor has adopted the Code to address insider trading (material non-public information controls); gifts and entertainment; outside business activities; and personal securities reporting. When trading for personal accounts, Supervised Persons have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can be violated if personal trades are made with more advantageous terms than Client trades, or by trading based on material non-public information. This risk is mitigated by ANOVA requiring reporting of personal securities trades by its Supervised Persons for review by the Chief Compliance Officer. The Advisor has also adopted written policies and procedures to detect the misuse of material, non-public information.

• Personal Trading at Same Time as Client

While ANOVA allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client orders or traded afterwards. At no time will ANOVA, or any Supervised Person of ANOVA, transact in any security to the detriment of any Client.

Item 12:  Brokerage Practices

1. Selection and Recommendation

The custodian and brokers we use

If requested by the client, ANOVA may suggest brokers or dealers to be used based on execution and custodial services offered, cost, quality of service and industry reputation. ANOVA will consider factors such as commission price, speed and quality of execution, client management tools, and convenience of access for both the Advisor and client in making its suggestion. ANOVA intends to recommend that our clients use Charles Schwab & Co., Inc., a registered broker-dealer, member SIPC, as the qualified custodian.

ANOVA does not maintain custody of your assets, although we are deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15 – Custody, below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We recommend that our clients use Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer, member SIPC, as the qualified custodian. We are independently owned and operated and are not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we instruct them to. While we recommend that you use Schwab as custodian/broker, you will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. We do not open the account for you, although we may assist you in doing so. Not all advisors require their clients to use a particular broker-dealer or other custodian selected by the advisor. Even though your account is maintained at Schwab, we can still use other brokers to execute trades for your account as described below (see “Your brokerage and custody costs”).

How we select brokers/custodians

We seek to recommend a custodian/broker that will hold your assets and execute transactions

on terms that are overall most advantageous when compared with other available providers and their services. We consider a wide range of factors, including:

• Combination of transaction execution services and asset custody services (generally without a separate fee for custody)
• Capability to execute, clear, and settle trades (buy and sell securities for your account)
• Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.)
• Breadth of available investment products (stocks, bonds, mutual funds, exchange- traded funds (ETFs), etc.)
• Availability of investment research and tools that assist us in making investment decisions
• Quality of services
• Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices
• Reputation, financial strength, security and stability
• Prior service to us and our clients
• Availability of other products and services that benefit us, as discussed below (see “Products and services available to us from Schwab”)

Your brokerage and custody costs

For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. Certain trades (for example, many mutual funds, ETFs, and online stock and options trades) may not incur Schwab commissions or transaction fees. Schwab is also compensated by earning interest on the uninvested cash in your account in Schwab’s Cash Features Program. For some accounts, Schwab may charge you a percentage of the dollar amount of assets in the account in lieu of commissions. In addition to commissions and asset-based fees, Schwab charges you a flat dollar amount as a “prime broker” or “trade away” fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your Schwab account. These fees are in addition to the commissions or other compensation you pay the executing broker/dealer. Because of this, in order to minimize your trading costs, we have Schwab execute most trades for your account. We have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How we select brokers/custodians”).

Products and services available to us from Schwab

Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like us. They provide our clients and us with access to their institutional brokerage services (trading, custody, reporting and related services), many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (we don’t have to request them) and at no charge to us. Following is a more detailed description of Schwab’s support services:

Services that benefit you

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

Services that may not directly benefit you

Schwab also makes available to us other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that:

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

Services that generally benefit only us

Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include:

• Educational conferences and events
• Consulting on technology, compliance, legal, and business needs
• Publications and conferences on practice management and business succession
• Access to employee benefits providers, human capital consultants, and insurance providers
• Marketing consulting and support

Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits such as occasional business entertainment of our personnel.

Our interest in Schwab’s services

The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We don’t have to pay for Schwab’s services. These services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. This creates an incentive to recommend that you maintain your account with Schwab, based on our interest in receiving Schwab’s services that benefit our business and Schwab’s payment for services for which we would otherwise have to pay rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a potential conflict of interest. We believe, however, that our selection of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “How we select brokers/custodians”) and not Schwab’s services that benefit only us.

ANOVA may receive proprietary research services or other products as a result of recommending a particular broker which may result in the client paying higher commissions than those obtainable through other brokers. If ANOVA does receive such products or services, it will follow procedures which ensure compliance with Section 28(e) of the Securities Exchange Act of 1934 or applicable state securities rules.

The firm seeks to obtain the most favorable net results for clients’ price, execution quality, services and commissions. Although the firm seeks competitive commission rates, it may pay commissions on behalf of clients, which may be higher than those available from other brokers in order to receive other services. The firm may enter into such transactions as it determines in good faith that the amount of commission paid was reasonable in relation to the value of the brokerage and research services provided by the broker. The services that may be considered in this determination of reasonableness may include (1) advice, either directly or through publications or writing, as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) analysis and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; or (3) effecting securities transactions and performing functions incidental thereto. Such research furnished by broker-dealers may be used to service any or all of ANOVA’s clients and may be used in connection with accounts other than those that pay commissions to the broker-dealers providing the research. In particular, third-party research provided by broker-dealers may be used to benefit all of the firm’s clients. This creates a conflict of interest in that the firm has an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than on the clients’ interest in receiving most favorable execution. Benefits received may be used as soft dollars provided that:

• The service is primarily for the benefit of ANOVA’s clients

• The commission rates are competitive with rates charged by comparable broker-dealers; and
• ANOVA does not guarantee a minimum number of commissions to any broker-dealer.

• Research and Other Soft Dollar Benefits

See paragraph above.

• Brokerage for Client Referrals

ANOVA does not receive client referrals from any broker-dealer or third party as a result of the firm selecting or recommending that broker-dealer to clients.

• Directed Brokerage

ANOVA will require clients to use a specific broker-dealer to execute transactions. Not all Advisors require clients to use a particular broker-dealer.

• Aggregating and Allocating Trades

The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. ANOVA will execute its transactions through the Custodian as authorized by the Client. ANOVA may aggregate orders in a block trade or trades when securities are purchased or sold through the Custodian for multiple (discretionary) accounts in the same trading day. If a block trade cannot be executed in full at the same price or time, the securities purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage any Clients’ accounts.

Item 13:  Review of Accounts

1. Frequency of Reviews

Client accounts are reviewed at least quarterly by Wayne Penello, President & Chief Compliance Officer, with regard to the Client’s investment policies and risk tolerance levels. All accounts at ANOVA are assigned to this reviewer.

• Causes for Reviews

In addition to the investment monitoring noted in Item 12.A., each Client account shall be reviewed at least annually. Reviews may be conducted more frequently at the Client’s request. Accounts may be reviewed because of major changes in economic conditions, known changes in the Client’s financial situation, a change in recommended asset allocation weightings in the account that exceed a predefined guideline, and/or large deposits or withdrawals in the Client’s account. The Client is encouraged to notify ANOVA if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. Additional reviews may be triggered by material market, economic or political events.

• Review Reports

The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s website so that the Client may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account. ANOVA generally does not deliver separate client reports.

Item 14: Client Referrals and Other Compensation

1. Compensation Received by ANOVA

ANOVA is not compensated by anyone for providing investment advice or other advisory services except as previously disclosed in this Disclosure Brochure.

• Client Referrals from Solicitors

ANOVA may compensate persons or firms for client referrals in compliance with the Investment Advisers Act of 1940 (“Advisers Act”) and applicable state securities rules and regulations. The fees paid to referral sources do not affect the fees clients pay to ANOVA. In some instances, a written agreement will exist between the Advisor and the referral source. ANOVA has established policies and procedures to ensure that its solicitation activities are compliant with the requirements under Rule 206(4)-1 of the Advisers Act or applicable state securities rules and regulations.

Item 15:  Custody

ANOVA does not accept or maintain custody of any Client accounts, except for the authorized deduction of the Advisor’s fees. All Clients must place their assets with a “qualified custodian.” Clients are required to engage the Custodian to retain their funds and securities and direct ANOVA to utilize that Custodian for the Client’s security transactions. Clients should review statements provided by the Custodian and compare to any reports provided by ANOVA to ensure accuracy, as the Custodian does not perform this review. For more information about custodians and brokerage practices, see Item 12 – Brokerage Practices.

If the Client gives the Advisor authority to move money from one account to another account, the Advisor may have custody of those assets. In order to avoid additional regulatory requirements, the Custodian and the Advisor have adopted safeguards to ensure that the money movements are completed in accordance with the Client’s instructions.

Item 16:  Investment Discretion

ANOVA provides discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, ANOVA generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. In some instances, ANOVA’ discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to ANOVA.

Item 17:  Voting Client Securities

ANOVA will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security.

Item 18: Financial Information

Neither ANOVA, nor its management, have any adverse financial situations that would reasonably impair the ability of ANOVA to meet all obligations to its Clients. ANOVA has not been subject to a bankruptcy or financial compromise. ANOVA is not required to deliver a balance sheet along with this Disclosure Brochure as the Advisor does not collect advance fees of $500 or more for services to be performed six months or more in the future.

Item 19:  Requirements for State-Registered Advisers

1. Firm Management

Wayne Penello was born in 1954. Mr. Penello earned a Bachelor of Science degree in Marine Biology from Southampton College LIU and a Master of Science degree in Marine Environmental Sciences from SUNY Stonybrook.

Mr. Penello founded ANOVA and has served as its President since 2005. Mr. Penello is also the Chief Executive Officer and an owner of NextGen (since January 2024) and an advisor to the board of directors of Aegis-Hedging Solutions (since December 2020). Previously, Mr. Penello served as Chief Executive Officer and President at Risked Revenue Energy Associates (from January 2001 – December 2020).

• Other Business Activities

Other business activities for each relevant individual can be found on the individual’s Form ADV Part 2B brochure supplement.

• Performance-Based Fees

ANOVA does not charge performance-based fees.

• Disciplinary Disclosure Reporting
  • Arbitration Claims

Neither ANOVA nor its management persons has been found liable in any arbitration claim alleging damages in excess of $2,500 involving an investment or investment- related business or activity, fraud, false statements or omissions, theft, embezzlement or other wrongful taking of property, bribery, forgery counterfeiting or extortion or dishonest, unfair or unethical practices.

• Civil, Self-Regulatory Organization (SRO), or Administrative Proceeding

Neither ANOVA nor its management persons has been found liable in any civil, self- regulatory organization, or administrative proceeding involving an investment or investment related business or activity, fraud, false statements or omissions, theft embezzlement or other wrongful taking of property bribery, forgery, counterfeiting, or extortion; or dishonest, unfair or unethical practices.

Clients of ANOVA can obtain the disciplinary history of ANOVA or its representatives by going to www.adviserinfo.sec.gov and searching by ANOVA’s name.

• Relationships or Arrangements with Securities Issuers

See Item 10 of this Disclosure Brochure for a discussion on ANOVA’s relationship with the two affiliated ETFs and NextGen, along with the conflicts of interest this presents.