Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
7953 - Contract Executed
Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F No 7953RFP Investment Advisory Services Erica Garcia MAY 17, 2022 MAY 17, 2026 22-999 City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 14 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7953 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Hilltop Securities, Inc., with its corporate office at 1201 Elm St. Suite, 3500, Dallas, TX 75270, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Investment Advisory Services, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F 5/18/2022 City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 14 A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFP 7953 – Investment Advisory Services, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 14 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a two (2) year period with the option to renew for an additional two (2) year period council approval. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $335,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 14 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 14 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 14 B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Hilltop Securities, Inc. City of Denton Scott McIntyre Purchasing Manager –File 7953 717 N. Harwood St., Suite 3400 901B Texas Street Dallas, TX 75201 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 14 ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 14 ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFP 7953 – Investment Advisory Services (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule and Consultant’s Compensation Rate Sheet Exhibit C – Consultant’s Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Scott McIntyre. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 14 D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 14 the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVII Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 14 Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVIII Termination Right for Contracts with Companies Doing Business with Certain Foreign- Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. ARTICLE XXIX CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 14 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXX PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CONSULTANT BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Scott McIntyre 5/18/2022 City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 14 Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F 1295 Certificate Number 512-481-2009 scott.mcintyre@hilltopsecurities.com Managing Director Cassandra Ogden Finance Chief Financial Officer City of Denton, Texas Contract 7953 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 14 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F © 2022 Hilltop Securities Asset Management LLC. All rights reserved. Proposal to Provide Investment Advisory Services RFP 7953 City of Denton, Texas March 15, 2022 City of Denton, TexasMarch 15, 2022 Proposal to Provide Investment Advisory Services CONTACT: Scott D. McIntyre, Managing Director scott.mcintyre@hilltopsecurities.com 2700 Via Fortuna, Suite 410, Austin, Texas 78746 Office Phone: 512.481.2009, Fax: 512.481.2020 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Exhibit B March 15, 2022 Submitted via portal upload Ionwave Ms. Erica Garcia Purchasing City of Denton 901B Texas Street Denton, TX 76209 Dear Selection Committee: On behalf of HilltopSecurities Asset Management, LLC (“HSAM”), I appreciate the opportunity to submit our proposal to CONTINUE providing investment advisory services to the City of Denton, Texas (the "City"). HSAM believes our long history of helping public entities meet their financial goals highly qualifies our firm to assist the City in the range of investment services it seeks. We hope the City will consider HSAM for the following reasons: Trust. HSAM has been providing quality financial services and peace of mind to its local government clients since 1988. As conservative investment managers who carefully adhere to requirements of state governing law as well as individual client policies, we consider safety to be paramount. Having experienced HSAM professionals in your corner adds peace of mind. Public Funds Knowledge. HSAM has been working exclusively with conservative local government clients since its inception. As of December 31, 2021, HSAM actively managed $18.2 billion for dozens of local governments. In addition, we served as the investment advisor for an additional $10.3 billion, participating in strategy development, market and economic analysis, and selection of prudent security alternatives. Personal Attention and Service. HSAM’s advisory clients are highly important to us, and we are committed to our responsibilities. Because we manage a select number of accounts, we are able to take the time to understand each client’s individual needs and objectives. Through frequent communication of relevant market news, interest rates, and specific securities, we can offer each person on the City's staff the opportunity to continually develop his or her own investment skills. Proper Staffing. We pride ourselves on being responsive. This means we have five experienced investment professionals and two dedicated reporting experts working on your behalf, all with accounting backgrounds. In addition, there are three compliance officers on staff and dozens of analysts, market specialists and IT personnel ready to assist as needed. Professionals throughout the company act as resources, assuring that client objectives are met. HSAM’s engagement for the City will be led by Scott McIntyre, Managing Director and Senior Portfolio Manager, who will coordinate all services from HSAM’s Austin, Texas office (2700 Via Fortuna, Suite 410, Austin, TX 78746). Some services and support may be provided from Hilltop Securities Inc.’s corporate headquarters in Dallas, Texas (717 N. Harwood Street, Suite 3400, Dallas, TX 75201). Cash Management Expertise. HSAM’s service extends far beyond assisting in the management of funds. As Certified Treasury Professionals, we are able to lend valuable experience in the formulation of prudent investment policies as well as effective strategies in changing market conditions. In addition, several members of our management team have investment accounting backgrounds, a useful resource when linking earnings to ledgers. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Proposal to Provide Investment Advisory Services Scott McIntyre, Managing Director scott.mcintyre@hilltopsecurities.com 512.481.2009 © 2022 HilltopSecurities Asset Management, LLC. All rights reserved. Exceptional Reporting Capabilities. HSAM produces timely and comprehensive reports, allowing the City to quickly understand and assess its portfolio position if it chooses the reporting option. We also provide regular market and economic updates that help inform staff of news and events that affect investment earnings. Scope of Services. In addition to investment management services, HSAM offers in-house arbitrage rebate calculations and its affiliate, Hilltop Securities Inc., offers continuing disclosure and financial advisory services. The firm also offers a full range of structured financial products and services designed to meet the balance sheet management needs of its clients. The knowledge and experience of the entire firm is available as a resource to the City's staff. Commitment. HSAM specializes in providing prudent advice and management of public funds. Our commitment is to consistently maintain the highest level of integrity in the financial industry, while seeking above average investment returns. By design, we provide services to a carefully controlled number of accounts, allowing us to work with our clients on an individual basis. With this high level of service and commitment, we are able to maximize the objectives of our valued clients. HSAM genuinely appreciates the opportunity to assist the City with its investments. If you have any questions during the selection process or need additional information, please do not hesitate to call me at 512.481.2009, or e-mail scott.mcintyre@hilltopsecurities.com. Sincerely yours, Scott D. McIntyre, CFA Managing Director DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F T a b l e o f C o n t e n t s P a g e | i © 2022 Hilltop Securities Asset Management LLC. All rights reserved. Table of Contents 1. ORGANIZATION ...................................................................................................................................... 1 2. PERSONNEL ............................................................................................................................................ 4 3. INVESTMENT MANAGEMENT APPROACH ........................................................................................ 11 4. REPORTING (Optional) ......................................................................................................................... 16 5. FEES ....................................................................................................................................................... 18 6. REFERENCES ........................................................................................................................................ 19 Appendix A Hilltop Securities Asset Management, LLC Form ADV I & II Appendix B Hilltop Holdings Inc. 10K Appendix C Sample Reports DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 1 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. 1. ORGANIZATION a) Describe the organization, date founded, and ownership of your firm as well as any subsidiaries and affiliates relevant to the City. HilltopSecurities Asset Management, LLC (“HSAM”), a limited liability company, can trace its roots back to 1946 when First Southwest Company was first established with the express goal of providing financial advice to municipal governments. The investment management services division was created in 1988 to assist municipalities with the management of bond proceeds and operating funds. HSAM (formerly known as FirstSouthwest Asset Management) was originally incorporated three years later, in 1991, as an SEC-registered investment advisory firm. Today, HSAM is a member of the Hilltop Holdings family of companies. Hilltop Holdings Inc. (“Hilltop Holdings”) also owns Hilltop Securities Inc., a registered broker/dealer and municipal finance advisor, PlainsCapital Bank, a commercial bank, and PrimeLending, a mortgage broker. Hilltop Holdings is a publicly traded corporation listed on the New York Stock Exchange under the symbol HTH. Our affiliate, Hilltop Securities Inc., has grown to become a national firm and is one of the largest municipal advisory firms / investment banks in the country. HilltopSecurities is a national leader in public finance, serving as the trusted financial advisor or underwriter to cities, states, school districts, nonprofits, and other municipal entities across the United States. We provide a full range of financial services for our public sector clients including: Municipal Advisory, Housing Advisory, Underwriting, Arbitrage Rebate, Continuing Disclosure, Government Investment Pools and Asset Management, Structured Finance and Capital Markets. Hilltop’s nationwide network serves over 1,600 clients from more than 47 offices in 18 states. HSAM does not have any subsidiaries. b) Describe the experience of the firm in serving as investment advisor for municipalities and other public entities and identify types of accounts primarily serviced by your firm. HSAM primarily seeks public sector accounts. We believe our long history of assisting local governments with the prudent investment of their funds distinguishes us from other firms and is very much a part of HSAM’s corporate culture; thus, we will continue to focus on serving public entities. HSAM focuses exclusively in the fixed income market, with maturities strategically placed to match expected cash flow demands of the client, be it operational or unexpected weather related emergencies. Although we routinely invest bond proceeds for our clients, we do not exceed expected construction draws. c) State the amount of public sector assets your firm currently has under investment advisory management. As of December 31, 2021, HSAM managed a total of $18.2 billion in assets for 46 public sector clients throughout the nation. In addition, we served as the investment advisor for another $10.3 billion, for a total of $28.5 billion in assets under management or advisory services. The average client tenure is just over ten years. Client assets range from a low of $7.3 million, to a high of $1.3 billion. The average per client is $395 million. The following graphs summarize our assets by year for the past five years, the composition of portfolios currently under management and the breakdown of assets under management by client type and security type. Our exclusive focus is on fixed income securities as allowed by the state investment laws and policies that govern our public entity clientele. All of our assets under management are considered non-discretionary, requiring client approval DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 2 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. prior to all transactions. The following graph summarizes our assets by year for the past five years (as of December 31 of each year). The following graphs summarize the composition of portfolios currently under management and reflect the breakdown of assets under management by client type and security type: d) Describe any SEC or regulatory censure or litigation involving institutional business your firm conducts with governmental investors at this time or within the past three years. HSAM has not received any regulatory censure or been party to any litigation involving institutional business with government investors at this time or within the past 3 years. e) Provide information regarding clients that have left the firm in the past three years. HSAM has lost two clients over the past three years. Oklahoma City chose to bring management of its portfolio inhouse during the early stages of the pandemic. This was a financial decision shaped in large part by uncertain financial capacity. Last year, the City of West Palm Beach made the decision to employ a single manager instead of two as they had for years. HSAM lost out to another management firm with a broader footprint in the state of Florida. f) Provide copies of your ADV Parts I and II, as on file with the SEC, and proof of registration with the Texas State Securities Board. HSAM has included its ADV Parts I and II in Appendix A. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 3 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. As a federally registered Investment Adviser, HSAM is not required to register directly with the Texas State Securities Commission. The aforementioned SEC Form ADV Part 2, included in Appendix A denotes our “notice filing” with the State of Texas. g) Provide audited financial statements for the past two years. HSAM does not produce individual financial statements. Its financial information is incorporated into the 10K for its parent, Hilltop Holdings Inc. The most recent 10K is attached as Appendix B. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 4 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. 2. PERSONNEL a) Identify the size of the firm’s full time staff committed to public sector clientele and the credentials of key personnel. Commitment to Public Sector HSAM’s team of experienced and skilled professionals is the most valuable resource we have to offer the City. The investment management division consists of six professionals, all of whom are dedicated to the public sector. We follow a team approach that allows us to utilize the expertise and knowledge of each professional fully and to provide a wealth of firsthand experience to our clients. The following table identifies the key investment personnel who will work with the City. Investment Management Team for the City Name and Position Years with HSAM Investment Experience Public Sector Scott D. McIntyre, CFA Sr. Portfolio Manager 23 35 32 Greg Warner, CTP Portfolio Manager 23 30 23 Dan Grant Portfolio Manager 10 30 10 Jodi K. Jones Reporting Manager 14 14 14 Andrea Cash Portfolio Manager 8 8 8 Amber Galloway Investment Analyst 3 3 3 In addition, we have recently added a seventh staff member who will assist Reporting Manager Jodi Jones with the preparation of client investment reports. Further details on each of team members are included below. b) Identify the investment professionals who would be directly involved in providing services to the City. Describe their relationship to your firm, responsibilities, and experience in public sector investment management, and the number of years they have been associated with your firm. Senior Portfolio Manager and Managing Director of our Investment Management Services Group, Scott D. McIntyre CFA, serves the most active role in the administration and management of the Investment Management department. He is located in Austin, Texas, where the majority of HSAM’s investment advisory services are performed. Senior Portfolio Manager Greg Warner, CTP, located in Austin, Texas, will be the City’s primary contact on the portfolio management desk and manage duties such as analyzing the portfolio, assessing market conditions, evaluating investment opportunities, and preparing all documentation related to the account. Portfolio Manager Daniel Grant has primary responsibility for transaction execution and trade documentation. Portfolio Manager Andrea Cash analyzes trade opportunities and executes transactions while Investment Analyst Amber Galloway provides trade and analytical support. Reporting Manager Ms. Jodi K. Jones provides comprehensive investment reporting and other support functions. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 5 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. Proposed Investment Advisory Team Senior Portfolio Managers Scott McIntyre CFA Managing Director Austin Office Greg Warner, CTP Director Austin Office Project Support Dan Grant Portfolio Manager Austin Office Andrea Cash Portfolio Manager Austin Office Jodi K. Jones Reporting Manager Austin Office Amber Galloway Investment Analyst Austin Office Our hands-on approach fosters a high level of service and commitment, enabling us to maximize the objectives of our valued clients. Please see the résumés below. Résumés Scott D. McIntyre, CFA Managing Director and Senior Portfolio Manager 2700 Via Fortuna, Suite 410 Austin, Texas 78746 Telephone: 800.575.3792 scott.mcintyre@hilltopsecurities.com Areas of Focus Specializes in investment consulting and portfolio management for local governments Profile Joined HSAM/HilltopSecurities in 1998 as Senior Portfolio Manager Is the primary manager of HSAM’s Investment Management Division and oversees the daily operations of the group Develops economic and interest rate outlook Determines appropriate investment policies and strategies for fixed income clients. Reviews client revenue and expense cash flows Analyzes investment alternatives and calculates relative value of individual securities Presents various investment options to clients Purchases investment securities on a competitive basis Reviews monthly and quarterly reports Evaluates policy compliance and account performance Past experience includes market and securities analysis, management of the mortgage-backed securities portfolio and active trading of short Treasury positions Education Bachelor of Science in Management, Texas State University DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 6 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. Current and Former Affiliations CFA Institute Austin Society of Financial Analysts Government Treasurers Organization of Texas Government Finance Officers Association Organization of Texas Former advisor to the national GFOA Treasury and Investment Management (TIM) Committee Licenses and Designations Chartered Financial Analyst (CFA) designation from the CFA Institute Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Principal, Series 24 o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Uniform Investment Adviser, Series 65 Greg Warner, CTP Director and Senior Portfolio Manager 2700 Via Fortuna, Suite 410 Austin, Texas 78746 Telephone: 512.481.2012 greg.warner@hilltopsecurities.com Areas of Focus Specializes in investment management services Profile Joined HSAM/HilltopSecurities in 1998 Responsibilities include analyzing portfolios, evaluating securities, coordinating the reinvestment of upcoming security maturities, executing trades, reviewing investment policies and investment strategies, monitoring broker- dealer relationships and valuing investment portfolios Works closely with clients to create and implement appropriate investment strategies Oversees client account documentation and supervises the investment reporting function Frequent presenter on investment topics at industry conferences Began his career in the banking industry, working in the accounting and investment management divisions of banks in Chicago, Illinois and Austin, Texas Work experience includes portfolio management, asset/liability management, investment accounting, mortgage banking, and extensive analysis and reporting on fixed income investment portfolios Education Bachelor of Business Administration, The University of Texas at Austin Current Affiliations Certified Treasury Professional (CTP) designation from the Associated for Financial Professionals Government Treasurer’s Organization of Texas Texas Association of Counties, County Investment Officer Advisory Committee Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Uniform Investment Adviser, Series 65 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 7 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. Dan Grant Vice President and Portfolio Manager 2700 Via Fortuna, Suite 410 Austin, Texas 78746 Telephone: 512.481.2016 dan.grant@hilltopsecurities.com Areas of Focus Specializes in investment management services Profile Joined HSAM/HilltopSecurities in 2011 Responsibilities include trade execution, trade documentation, coordinating the reinvestment of upcoming security maturities, analysis of investment securities and fund data, monitoring call status, collateral review, economic research, and other special projects. Prior experience includes 18 years at Fidelity Investments with the most recent role being Corporate Bond Trader for both institutional and retail customers. Other securities traded include equity and index options, equities and mutual funds. Education Bachelor of Science – Finance, Bentley University Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Uniform Combined Securities Agent and Investment Advisor Representative, Series 66 o Registered Options Principal, Series 4 o Equity Trader Limited Representative, Series 55 Jodi K. Jones Assistant Vice President and Reporting Manager 2700 Via Fortuna, Suite 410 Austin, Texas, 78746 Telephone: 512.481.2012 jodi.jones@hilltopsecurities.com Area of Focus Specializes in reporting for investment management Profile Joined HSAM/HilltopSecurities in 2007 Manages and maintains client accounts through SS&C Technologies’ CAMRA investment accounting and portfolio system Responsibilities include generating monthly and quarterly reports for all investment management clients and assisting in trade operations and security documentation Participates in the creation of custom client reports, investment-related consulting projects and other special assignments Two years of experience as a Post Foreclosure Sales Specialist at Baxter & Schwartz, a real estate law firm in Houston DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 8 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. Past employment includes practical experience in bookkeeping, accounting, reporting, and project research Education Bachelor of Business Administration in Accounting and Finance, The University of Houston Andrea L. Cash Assistant Vice President and Portfolio Manager 2700 Via Fortuna, Suite 410 Austin, Texas, 78746 Telephone: 512.481.2019 andrea.cash@hilltopsecurities.com Area of Focus Specializes in investment management services Profile Joined HSAM/HilltopSecurities in 2013 Responsibilities include trade execution, trade documentation, coordinating the reinvestment of upcoming security maturities, monitoring call status, generating monthly and quarterly reports for investment management clients, and other special projects. Prior experience includes over 20 years in administrative, development and marketing management positions. Education Bachelor of Arts, University of Washington Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Representative, Series 52 o Uniform Investment Adviser, Series 66 Amber Galloway Investment Analyst 2700 Via Fortuna, Suite 410 Austin, Texas, 78746 Telephone: 512.481.2005 amber.galloway@hilltopsecurities.com Area of Focus Specializes in investment and economic analysis services Profile Joined HilltopSecurities in 2019 as Investment Analyst Responsibilities include development of investment analysis and economic models, due diligence and credit analysis on municipal and corporate issuers, analyzing portfolios, trade execution, trade documentation, and other special projects. Prior experience includes credit analysis and portfolio management. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 9 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. Education Bachelor of Business Administration in Finance, Texas State University Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 c) Disclose whether any of the above personnel have ever been investigated for alleged improper, fraudulent or unfair activities related to the sale of securities. If so, please provide details. To the best of our knowledge, there have been none of the above HSAM personnel that would be assigned to the City’s account have been investigated for alleged improper, fraudulent, or unfair activities related to the sale of securities. d) Describe your firm’s efforts to keep its investment professionals informed of developments relevant to government investment managers. All of our asset management clients are municipal entities. As such, we have an ongoing commitment to understand the laws and guidelines that shape public investing in the state. HSAM’s portfolio managers stay current on the latest developments in proposed investment legislation, changes in accounting standards, and economic and financial markets. We regularly receive news regarding the financial markets via many different mediums, including but not limited to: Subscriptions to major economic and investment research publications providing us with information regarding the market, such as: the Wall Street Journal, The Bond Buyer, Business Week, CNBC, and internal research (including proprietary economic data), and regulatory publications. Dr. Leonard Santow, a private economist and paid consultant to HSAM, provides our portfolio managers with market direction through bi-weekly conference calls. Bloomberg Financial Markets system provides all of our investment managers with an outstanding resource for technical and fixed income research capabilities, as well as an immediate resource for timely information from up- to-the-minute news and economic commentary to security analysis and pricing history. Broker/Dealer Contacts - Our relationships with traders and representatives from a widely diverse number of Wall Street dealers also provide us with timely fixed income research and commentary. In this way, we are able to reap full benefit from huge external research staffs for all of the portfolios we manage and advise. Participation in various trade organizations permits us to receive newsletters from governmental organizations and private economic consultants such as the Government Finance Officers Association (“GFOA”) and the Treasury Management Association (“TMA”). We subscribe to GASB pronouncements, exposure drafts, and a newsletter service, which all provide information on accounting issues. Texas PFIA Legislation – HSAM has taken an active role in shaping the Texas Public Funds Investment Act (PFIA), which governs the investment of public funds. During the 2011 legislative session we worked closely with many representatives from the public investment community and proposed several revisions to the PFIA. These efforts culminated in HB 2226, which was passed into law during the summer of 2011. In 2013, proposed PFIA amendments were not passed into law due to an overly heavy political agenda. In addition, Mr. McIntyre has completed his second three-year term on the GFOA Treasury and Investment Management Committee, and is a member of the Austin Society of Financial Analysts and the national CFA Institute. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 10 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. Mr. Warner is a member of the Texas Association of Counties’ Investment Advisory Resource Group and a member of the Association for Financial Professionals (AFP). The designations and securities licenses held by our professionals have stringent continuing education requirements which require that we keep our industry knowledge base current. This same knowledge and experience is then shared with governmental entities throughout the United States on topics related to public funds management. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 11 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. 3. INVESTMENT MANAGEMENT APPROACH a) Outline the steps that would be taken to ensure the City’s objectives of safety, liquidity, and yield as well as to follow the parameters of the City’s Investment Policy. Most of the accounts we manage are driven by known cashflows such that funds flow in during a specific period of the year and are expected to be spent over a known period of time. The City is no exception. Thus, both the first step in the investment approach and the overriding philosophy is to ensure safety and provide adequate liquidity to fund expenditures. This mirrors the primary investment objectives of the City and is provided for in the Texas Public Funds Investment Act (PFIA). The City’s stated objective of ensuring safety of principal has always been a fundamental objective of HSAM. We’re not advocates of chasing yield. There are opportunities to invest in select higher yielding investments, but with few exceptions, these present more principal risk than we feel is appropriate for a local government investor. Our investment philosophy is conservative in nature, but we believe a thorough discussion and understanding of the risk profile unique to each client is an important step in determining the asset mix of any portfolio. After this, we determine only those market sectors that adhere to written policy and best meet the City’s primary safety goals. Next, we then begin a process to evaluate actual securities and their value relative to alternatives. We also perform an analysis of the entire portfolio and make a determination as to whether a particular security or type of security fits in the portfolio and meets the various policy limits on maturity, diversification, and other risk factors. Finally, we analyze securities in the context of the current market and current economic conditions. We must determine if a security or market sector is appropriate given the macro economic outlook, future rate expectations, and other variables. All of these factors must be taken into account and given careful consideration before the investment decision can be made. Yield is a function of the total process including investment strategy, security selection, and market conditions to name a few. By carefully managing the entire process, the City’s final objective of obtaining a market rate of yield will be met. While the underlying philosophy and adherence to safety remain constant, we must be mindful of an ever changing environment. Global financial conditions, a virtual non-factor ten years ago, now play a prominent role in domestic financial markets and exert a great deal of influence on investment decisions. The recent global pandemic and the subsequent government response has rewritten the economic and interest rate landscape. The Federal Reserve has shifted its monetary policy stance significantly since September 2021 in response to rising and persistent inflationary pressure. At the present time, Fed officials expect to begin hiking the overnight rate target as soon as March 2022. The most recent December “dot plot,” outlining the interest rate outlooks of FOMC members, indicated three one-quarter point hikes in 2022, three more in 2023 and two in 2024. The bond market expects an even more aggressive tightening pace. As of March 10, the market had priced-in seven (7) rate hikes over the next 12 months. This expectation presents a challenge for investors as rising market yields will introduce unrealized losses. In this type of environment, it’s even more important that local governments refrain from taking undue risks. This means diversifying maturities to balance current earnings with market risk. We see value in government securities from three- through 24 months, 18-month to three-year callable agencies with short lockout periods, and select step-up agencies. We expect a considerable amount of market volatility as the coronavirus eases at the same time Russian aggression in Ukraine creates an uncertain path for both GDP growth and inflation. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 12 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. b) Since the City occasionally invests in commercial paper, explain safeguards and procedures that are employed regarding investment selection and any issuer due diligence performed. Since all of our clients are public entities, safety of principal is the over-riding objective in everything we do. Since most portfolios are invested primarily in government obligations the burden of credit review and monitoring greatly reduced. For those clients investing in instruments with credit risk, such as commercial paper, corporate or municipal obligations we invest only in top tier investment grade instruments. Credit ratings and credit reports from the rating agencies are reviewed regularly. All commercial paper issuers are carefully analyzed before being considered for inclusion on the HSAM approved list. Internal summaries of corporate CP issues are available for review. All CP must meet PFIA standards and policy requirements. To ensure these standards are met, credit profiles are checked prior to purchase, and a Bloomberg-fed macro is run weekly on all approved issuers. As the City can attest, we have never purchased a non-compliant issue, nor had to liquidate a downgraded bond. Additionally, we monitor issuer concentrations and limit the amount of the portfolio that can be invested in any one issuer. We are also in the final stages of converting to a new investment portfolio tracking and accounting system that provides new tools for monitoring investment allocations and ensuring compliance with investment policy. We provide more detail on that system later in this proposal. Mr. McIntyre will have primary responsibility for monitoring security credits in the City’s portfolio, but will assign additional credit research to other experts within the firm if needed. Formal credit ratings, as assigned by Standard & Poor’s, Moody’s and Fitch are verified individually prior to purchase on each municipal or commercial paper offering. Credit monitoring and notifications will be enabled on Bloomberg and MSRB’s EMMA (Electronic Municipal Market Access) systems so that we will be notified in the event of credit downgrades. HSAM maintains an approved list of domestic CP issuers that are subject to ongoing due diligence from our portfolio managers. Mr. McIntyre will administer the approval process. The firm maintains a municipal trading operation with analysts specific to that sector. Although we do not purchase municipal securities from our affiliated broker-dealer Hilltop Securities Inc., we are able to seek advice and obtain important information related to the market. In addition, HSAM conducts effective credit research through the formal ratings process whereby only top-tier credits are considered for inclusion in the portfolio. As we’ve done in the past, we’ll exercise a conservative approach to credit authorization with principal preservation being the most important condition. We continue to advocate a more conservative approach to credit even today. We currently plan to limit purchases to domestic issuers, and will be nimble as the situation unfolds in Ukraine. c) Explain the number and type of broker/dealers (primary, regional, minority or woman-owned business enterprise) your advisory firm works with and whether the City would need to open accounts with each firm in order to buy/sell securities. How many firms would you expect this to be? HSAM will provide its list of independent broker/dealers to the City on no less than an annual basis as part of our compliance package. This list will likely include a number of firms with whom the City has an existing relationship. Although we cannot promise we will be able to add additional firms, or switch coverage to include the City’s preferred account reps, we will review and consider firms if they can add value. The dealer selection process, which has evolved over the years, requires a dealer questionnaire, financials, account rep bios, contact information, references and delivery instructions. Our list includes a dozen Primary Dealers, large regional broker/dealers and a number of Historically Underutilized Businesses. Our goal is to find financial institutions DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 13 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. that offer value, by either holding large product inventories, being knowledgeable and responsive in the fixed income arena, or having local preference and/or minority status. HSAM does not open individual accounts for its clients. All trades are conducted on a delivery-vs-payment basis and securities will all be delivered from the Hilltop Clearing Group. HSAM will sign the PFIA certification, stating that we’ve read the policy and have procedures in place to preclude the purchase of unapproved or improper investments. d) Describe the primary strategies for adding value and return to investment portfolios. Because we independently manage each portfolio, methods of adding value differ among clients. For clients with investment policies that allow for a wide range of authorized investments, HSAM is able to select the best offerings from among a large number of premier financial sources. Each morning, our portfolio managers review current Treasury, agency and municipal investment offerings from dozens of broker/dealer firms. We perform the review daily, regardless of whether our clients purchase securities. This exercise gives us a necessary historical perspective on the bond market, as we monitor spreads on agencies as well as historical changes in Treasury yields. Because this is an ongoing process, we are able to recognize quickly when a particular issue becomes cheap relative to where it has been trading. This “relative value” approach is our most consistently employed strategy. To that end, we can add great value if the City's cash flows allow us to take advantage of such pricing opportunities. When cash flows are restrictive or when a policy is more conservative, HSAM relies more on our ability to access the market. Although not considered a strategy, we do see security products at more advantageous prices because of the volume of business our firm conducts as a whole. We are able to pass on this “volume discount” to all of our clients, regardless of portfolio size. Due to the cyclical nature of public funds cash flow, a conservative strategy that is prevalent in all portfolio construction is to “ladder” portfolio maturities so that they correspond to known expense payment dates. This is particularly effective when large payroll or debt service payments can be forecasted easily. Oftentimes, it may be advantageous to position laddered securities to mature prior to the actual dates with the expectation of reinvesting in a higher yielding market in the future. Although as much a safeguard as a strategy, diversification is a critical element in the value equation. We believe the most important aspect of diversification is determining the proper allocation between variable rate and fixed rate investments. HSAM will help the City to better diversify by: Suggesting the optimal percentage of funds to be invested out along the curve in any given rate environment; Establishing value in each maturity range; Purchasing securities with the highest relative value within each range; and Rebalancing the portfolio as securities mature. Generally, by diversifying the portfolio, the City achieves its final stated objective of earning a competitive market rate of return. Because we work closely with our clients, the strategies we ultimately employ are those that our clients both are comfortable with and fully understand. Although it’s quite common for investment managers to talk about a team approach in managing funds, the HSAM group does indeed combine all of its parts into a whole. The four investment managers spend significant time evaluating the economy, financial markets, specific securities and individual portfolios. We share trade ideas amongst ourselves and discuss securities as they are being shown. Although discussion with clients may happen frequently during high trade volume periods, we strive to have regular conversations even when trading is light. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 14 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. The physical structure of the department is designed to act as a single desk in an open space, so that each member can hear each other’s conversation. Although this set-up allows for very little personal space, it does permit each member of the team to hear what is being said to clients, and also to broker/dealers. Research is freely traded on the desk in the same manner. Conversations between portfolio managers are ongoing throughout the day. Our team will be well-versed in the investment objectives and constraints of the City. Furthermore, since all of our public sector clients operate under very similar policy constraints, an active and conservative approach is a guiding HSAM principle. All of our portfolio managers are required to read the City's policy and review any subsequent updates or modifications. We keep a hard copy of the policy in a binder on our desk for quick reference. An electronic copy is saved on our network just a few mouse clicks away. Our portfolio managers review every security for policy compliance prior to purchase and every purchase must be reviewed and approved by a senior portfolio manager. On an ongoing basis, all trades are subject to internal compliance review from an independent department of HilltopSecurities. In total, these procedures ensure that the City's best interests are served. e) Describe your access to timely market data, broker/dealer inventories, and availability to Bloomberg terminals, as well as client contact procedures. Are daily market and security pricing information provided? HSAM portfolio managers have access to a total of eight multifunction Bloomberg screens on the Austin trading desk. These are the primary access points to broker/dealer inventories and up-to-the-second market data. Procedures and contact information for the City’s account are well known and housed in desk-top files. Investment information for the City is input on trade date into the software system and backed up-daily. A daily market snapshot (the RV report) is provided to HSAM clients every morning. Much of our client contact is handled by e-mail, but we are available by phone and Microsoft Teams as well. Our communications protocols with the City of Denton are well established thanks to our long partnership with the City. Currently, all security portfolios are priced monthly by an independent data source, however, starting April 1st we will be converting to a new system which will provide daily security pricing. f) Discuss availability of personnel to attend quarterly investment committee meetings either in person or via teleconference, or upon request if special circumstances arose. Client Contact. The degree of interaction is up to the client. If it were up to us, we’d talk at least a couple times a week. We are available from 7:30 to 5:30 M-F and are glad to attend onsite meetings on request (virus dependent) . We also host bi-weekly economic and strategy calls, are available for individual strategy calls (including video conference calls) and provide regular economic e-mail updates. A portfolio manager will always be available for quarterly investment committee meetings. In the majority of cases, the HSAM representative will be Senior Portfolio Manager Scott McIntyre. Although we typically participate by conference call, we’re happy to attend in person upon request. g) From time to time, the City requires assistance with projects such as collateral valuation, money market fund/pool comparisons, investment accounting questions, U.S. agency security and commercial paper issuer research, investment policy modifications as well as locating banks willing to participate in the City’s CD program. What other special projects and assistance could your firm provide? HSAM is able to provide professional collateral valuation, money market fund/pool comparisons, respond to investment accounting questions, conduct U.S. agency security and commercial paper issuer research, and provide investment policy modifications as well as bank credit reviews. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 15 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. In addition, we’ll evaluate new investment products and services on behalf of the City, conduct market research, both on state and national level and provide custom graphs and reports as needed. We have worked with numerous banks around the state on placing client funds into secured CD’s and can assist the City in this endeavor. HSAM can call upon the vast resources of our Hilltop Securities family. With experts in arbitrage rebate, continuing disclosures, structured products, interest rates swaps, commodities hedging, municipal underwriting and advisory, there is almost no limit to the assistance we can muster. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 16 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. 4. REPORTING (Optional) a) Describe and submit samples of the reports that would be provided and their frequency. Include the methods and formulas used to calculate yield and performance. During the third quarter of 2021, HSAM partnered with Clearwater Analytics® to become the new solutions provider for our investment accounting and reporting services. Clearwater Analytics is a leading provider of web-based investment portfolio accounting, reporting, and reconciliation services for investment data and currently has more than 300 municipal entities on its platform. Clearwater aggregates, validates, reconciles, and reports on more than $5.6 trillion in assets across thousands of accounts daily. HSAM’s partnership with Clearwater will significantly enhance HSAM’s investment accounting and reporting capabilities. HSAM clients will benefit from online access to their portfolio data, the ability to download data to spreadsheets, an automated reconciliation of investment reports to custodial data, and a modern report set. We are well down the road with the implementation phase and expect to complete the conversion to Clearwater by April 2022. Clearwater’s system will provide integrated accounting, compliance, performance, and risk reporting designed to increase accuracy and efficiency while vastly reducing manual processes for investment reporting. Clearwater will establish a data connection with the City’s custodial bank so that investment transaction and position data are transmitted to Clearwater nightly. This custodial data will be reconciled against HSAM trade data to ensure our records match the custodial holdings. Investment reports, prepared in accordance with GASB and GAAP standards, will be provided both monthly and quarterly. Clearwater’s system also provides an investment policy compliance tool. The City’s investment policy will be “translated” into a set of logic-based rules so that the portfolio’s compliance with those rules can be measured, tested, and reported. Clearwater provides an innovative web-based solution, easily accessed anywhere, at any time, with nothing more than an internet connection. There is no software installation or maintenance required. The City will have inquiry only access to a full range of investment analysis, accounting, performance, and compliance reporting, most of which can be HSAM prepares both monthly and quarterly investment reports and annual reports are available upon request. Samples of Clearwater’s standard report set are included in Appendix C. This sample has been redacted to remove the name of the client from which the reports were sourced. Please understand that this is not a final version as we are working DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 17 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. through the conversion process. In addition to this sample, we are currently in the final design stages of an enhanced, presentation quality report set. Unfortunately, we are not able to provide a sample of the enhanced report at this time. However, the provided set of sample reports serve as a fair representation of the information we expect our enhanced Clearwater reports will convey, but the format of the enhanced report will differ. We expect to have examples to share very soon. Yield measures are calculated using industry standard methodologies and general reported on a bond equivalent yield- to-maturity basis. In order to make transparent and fair comparisons, HSAM reports present a number of basic measurements. We prefer weighted average yields instead of rate of return measures to ensure our clients, and the boards and/or committees tasked with oversight of investments, understand exactly what the investment portfolio is earning. The benchmarks typically selected for our clients are intended to be easily understood and fully verifiable through independent outside sources. In addition, the benchmark should be reflective of both the target maturity and the asset composition of the portfolio. For these reasons, we advocate using familiar and verifiable United States Treasury benchmarks. For example, if the City were to target a one-year weighted-average maturity and invest primarily in U.S. government securities, the recommended benchmark might be the 12-month Constant Maturity Treasury Index (“CMT”). We understand that our client’s portfolios should typically exceed the benchmark, and they do, but in the case of public funds, a benchmark is not intended as a hurdle that encourages risk. Rather, it is intended to give the governing body a frame of understanding from which to evaluate the actual portfolio yields. The selected benchmark, or measuring tool, will have no impact on the earnings themselves. With our focus on public sector portfolios, we have developed an extensive base of knowledge on relevant benchmarks and their implementation. Specifically for the City, we would recommend using the 3-month, 6-month and 1-year CMT indexes. For Texas public funds, we also typically benchmark against one of the local government investment pools. b) Indicate the expected time frame for completion of the monthly and quarterly reports. We typically break down investment reports into two segments. The first segment covers the investment securities and so called “managed assets.” These are items for which HSAM has all the data. We expect that our Clearwater Analytics system will have preliminary reports covering these managed assets ready by the second business day after month end. Final reports, which will include external or “non-managed assets” such as local government investment pools or bank CD’s would come later in the month. Since data for these external assets must be gathered from our clients and entered into our system, reporting timing is dependent on our receipt of that data. Typically, we can have final reports completed within two to four days following receipt of client data. A faster turnaround may be possible upon request. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 18 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. 5. FEES a) Describe the proposed compensation for services, with separate pricing for the investment reports. Indicate billing frequency and terms. HSAM proposes an asset-based fee of three (3) basis points calculated on total portfolio assets, less balances held in the City’s depository, local government investment pools and money market funds. This option includes monthly and quarterly investment reporting as well as online access to the Clearwater Analytics portal. Without the reporting option, the proposed asset-based fee would be two (2) basis points. Billing will take place quarterly in arrears. Please note that this cost proposal is asset-based; if the City requests a fixed fee structure, we would accommodate. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F P a g e | 19 © 2022 Hilltop Securities Asset Management LLC. All rights reserved. 6. REFERENCES a) Provide a list of your five largest Texas public sector clients, including contact persons, telephone numbers, and e-mail addresses. HSAM’s five largest clients have total assets under management in excess of $5 billion and include: the Austin Independent School District; Bexar and Williamson Counties; and the Bexar and Tarrant County Hospital Districts. Since each these entities are much larger than the City of Denton, we have only used two of them as references and have provided references from three additional clients who are more comparable to the City. City of Frisco, Texas Ms. Anita Cothran, Director of Finance 6101 Frisco Square Blvd. Frisco, TX 75034 (972) 292-5510 ACothran@friscotexas.gov Investment Advisory Services Client since May 2003 City of Denton, Texas Mr. Mathew Watson, Finance Director 200 North Fifth Street Garland, TX 75040 (972) 205-2355 MWatson@garlandtx.gov Investment Advisory Services Client since November 2019 Williamson County, Texas Mr. Scott Heselmeyer, Treasurer 710 S. Main Street, Suite 105 Georgetown, TX 78626 (512) 943-1585 Scott.Heselmeyer@wilco.org Investment Advisory Services Client since May 2000 University Health System (Bexar County Hospital District) Roe Garrett – Vice President / Controller 4502 Medical Drive, Mail Stop 101-1 San Antonio, TX 78229 (210) 743-6501 roe.garrett@uhs-sa.com Investment Advisory Services Client since October 2009 Spring Branch Independent School District Mr. David Bender, Controller 955 Campbell Road Houston, TX 77024 (713) 251-2226 David.Bender@springbranchisd.com Investment Advisory Services Client since April 1999 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F © 2022 Hilltop Securities Asset Management LLC. All rights reserved. City of Denton, Texas Appendix A Hilltop Securities Asset Management, LLC Form ADV I & II Appendix A DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADV UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS Primary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760 Other-Than-Annual Amendment - All Sections Rev. 10/2021 1/11/2022 4:14:14 PM WARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4. Item 1 Identifying Information Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration. A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLC B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A. HILLTOP SECURITIES ASSET MANAGEMENT, LLC List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business. (2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser. C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is of your legal name or your primary business name: D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189 (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: (3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information Filed E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760 If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates. (2) If you have additional CRD Numbers, your additional CRD numbers: No Information Filed F.Principal Office and Place of Business (1)Address (do not use a P.O. Box): Number and Street 1: 717 N. HARWOOD STREET Number and Street 2: SUITE 3400 City: DALLAS State: Texas Country: United States ZIP+4/Postal Code: 75201 If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of your most recently completed fiscal year. (2)Days of week that you normally conduct business at your principal office and place of business: Monday - Friday Other: Normal business hours at this location: 8:00 AM - 5:00 PM (3)Telephone number at this location: 214-953-4000 (4)Facsimile number at this location, if any: 214-840-5008 (5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completed fiscal year? 2 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2 G.Mailing address, if different from your principal office and place of business address: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: Yes No I.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)? If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms. J.Chief Compliance Officer (1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below. Name:Other titles, if any: Telephone number: Facsimile number, if any: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: Electronic mail (e-mail) address, if Chief Compliance Officer has one: (2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any): Name: IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide that information here. Name:Titles: Telephone number: Facsimile number, if any: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: Electronic mail (e-mail) address, if contact person has one: Yes No L.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office and place of business? If "yes," complete Section 1.L. of Schedule D. Yes No M.Are you registered with a foreign financial regulatory authority? Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.M. of Schedule D. Yes No N.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? Yes No O.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets: $1 billion to less than $10 billion $10 billion to less than $50 billion $50 billion or more DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balance sheet for your most recent fiscal year end. P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier. SECTION 1.B. Other Business Names No Information Filed SECTION 1.F. Other Offices Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE 410 City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746 If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any: 512/481-2020 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 628367 How many employees perform investment advisory functions from this office location? 4 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 30 EAST 7TH ST. Number and Street 2: SUITE 260 City: ST. PAUL State: Minnesota Country: United States ZIP+4/Postal Code: 55101 If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any: DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 72581 How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SECTION 1.I. Website Addresses List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform. Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/ SECTION 1.L. Location of Books and Records Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D, Section 1.L. for each location. Name of entity where books and records are kept: HILLTOP SECURITIES ASSET MANAGEMENT, LLC Number and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410 City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746 If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020 This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other. Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS. SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information Filed Item 2 SEC Registration/Reporting Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to each of these items. You (the adviser): (1)are a large advisory firm that either: (a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or (b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC; (2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either: (a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or (b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business; Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority. (3)Reserved (4)have your principal office and place of business outside the United States; (5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940; (6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under management; (7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a); (8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal office and place of business is the same as the registered adviser; If you check this box, complete Section 2.A.(8) of Schedule D. (9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days; If you check this box, complete Section 2.A.(9) of Schedule D. (10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d); If you check this box, complete Section 2.A.(10) of Schedule D. (11)are an Internet adviser relying on rule 203A-2(e); (12)have received an SEC order exempting you from the prohibition against registration with the SEC; If you check this box, complete Section 2.A.(12) of Schedule D. (13)are no longer eligible to remain registered with the SEC. State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s). Jurisdictions AL AK AZ AR CA CO CT DE DC FL GA GU HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VI VA WA WV WI WY If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31). DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related Adviser If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information: Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days If you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of these representations: I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective. I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC. SECTION 2.A.(10) Multi-State Adviser If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations: I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authorities in those states. I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviser with the state securities authorities of those states. If you are submitting your annual updating amendment, you must make this representation: Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states. SECTION 2.A.(12) SEC Exemptive Order If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information: Application Number: 803- Date of order: Item 3 Form of Organization If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only. A. How are you organized? Corporation Sole Proprietorship Limited Liability Partnership (LLP) Partnership Limited Liability Company (LLC) Limited Partnership (LP) Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4. B.In what month does your fiscal year end each year? DECEMBER DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State Country Delaware United States If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where you reside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes No A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organization or state of incorporation)? If "yes", complete Item 4.B. and Section 4 of Schedule D. B.Date of Succession: (MM/DD/YYYY) If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4. SECTION 4 Successions No Information Filed Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5. Employees If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5). A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers. 26 B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)? 4 (2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer? 11 (3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives? 6 (4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? 0 (5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency? 0 (6)Approximately how many firms or other persons solicit advisory clients on your behalf? 0 In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf. Clients In your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscal year? 46 (2)Approximately what percentage of your clients are non-United States persons? DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0% D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships. The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below. Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable. Type of Client (1) Number of Client(s) (2) Fewer than 5 Clients (3) Amount of Regulatory Assets under Management (a) Individuals (other than high net worth individuals)$ (b) High net worth individuals $ (c) Banking or thrift institutions $ (d) Investment companies $ (e) Business development companies $ (f) Pooled investment vehicles (other than investment companies and business development companies) $ (g) Pension and profit sharing plans (but not the plan participants or government pension plans)$ (h) Charitable organizations $ (i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000 (j) Other investment advisers $ (k) Insurance companies $ (l) Sovereign wealth funds and foreign official institutions $ (m) Corporations or other businesses not listed above $ (n) Other: $ Compensation Arrangements E.You are compensated for your investment advisory services by (check all that apply): (1) A percentage of assets under your management (2)Hourly charges (3)Subscription fees (for a newsletter or periodical) (4)Fixed fees (other than subscription fees) (5)Commissions (6)Performance-based fees (7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULE Item 5 Information About Your Advisory Business - Regulatory Assets Under Management Regulatory Assets Under Management Yes No F. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts Discretionary:(a)$ 0 (d)0 Non-Discretionary:(b)$ 15,600,000,000 (e)46 Total:(c)$ 15,600,000,000 (f)46 Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item. (3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0 Item 5 Information About Your Advisory Business - Advisory Activities Advisory Activities G. What type(s) of advisory services do you provide? Check all that apply. (1) Financial planning services DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses (3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940) (4)Portfolio management for pooled investment vehicles (other than investment companies) (5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles) (6)Pension consulting services (7)Selection of other advisers (including private fund managers) (8)Publication of periodicals or newsletters (9)Security ratings or pricing services (10)Market timing services (11)Educational seminars/workshops (12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETC Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of Schedule D. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? 0 1 - 10 11 - 25 26 - 50 51 - 100 101 - 250 251 - 500 More than 500 If more than 500, how many? (round to the nearest 500) In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes No I.(1) Do you participate in a wrap fee program? (2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as: (a) sponsor to a wrap fee program $ (b) portfolio manager for a wrap fee program? $ (c) sponsor to and portfolio manager for the same wrap fee program? $ If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes No J.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments? (2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management? K.Separately Managed Account Clients Yes No (1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)? If yes, complete Section 5.K.(1) of Schedule D. (2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D. (3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D. (4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amount of regulatory assets under management? DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management? If yes, complete Section 5.K.(3) of Schedule D for each custodian. L.Marketing Activities Yes No (1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings? (2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials, endorsements, or third-party ratings? (3) Do any of your advertisements include hypothetical performance ? (4) Do any of your advertisements include predecessor performance ? SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies No Information Filed SECTION 5.I.(2) Wrap Fee Programs No Information Filed SECTION 5.K.(1) Separately Managed Accounts After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section. (a)Asset Type Mid-year End of year (i)Exchange-Traded Equity Securities 0 %0 % (ii)Non Exchange-Traded Equity Securities 0 %0 % (iii)U.S. Government/Agency Bonds 29 %23 % (iv)U.S. State and Local Bonds 1 %3 % (v)Sovereign Bonds 0 %0 % (vi)Investment Grade Corporate Bonds 7 %6 % (vii)Non-Investment Grade Corporate Bonds 0 %0 % (viii)Derivatives 0 %0 % (ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 % DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 % (xi)Cash and Cash Equivalents 11 %14 % (xii)Other 0 %0 % Generally describe any assets included in "Other" (b)Asset Type End of year (i)Exchange-Traded Equity Securities % (ii)Non Exchange-Traded Equity Securities % (iii)U.S. Government/Agency Bonds % (iv)U.S. State and Local Bonds % (v)Sovereign Bonds % (vi)Investment Grade Corporate Bonds % (vii)Non-Investment Grade Corporate Bonds % (viii)Derivatives % (ix)Securities Issued by Registered Investment Companies or Business Development Companies % (x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)% (xi)Cash and Cash Equivalents % (xii)Other % Generally describe any assets included in "Other" SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2) If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b). (a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. (i) Mid-Year Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings (3) Derivative Exposures (a) Interest Rate Derivative (b) Foreign Exchange Derivative (c) Credit Derivative (d) Equity Derivative (e) Commodity Derivative (f) Other Derivative Less than 10%$$%%%%%% 10-149%$$%%%%%% 150% or more $$%%%%%% Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) End of Year DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of Year Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings (3) Derivative Exposures (a) Interest Rate Derivative (b) Foreign Exchange Derivative (c) Credit Derivative (d) Equity Derivative (e) Commodity Derivative (f) Other Derivative Less than 10%$$%%%%%% 10-149%$$%%%%%% 150% or more $$%%%%%% Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings Less than 10%$$ 10-149%$$ 150% or more $$ Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information Filed Item 6 Other Business Activities In this Item, we request information about your firm's other business activities. A. You are actively engaged in business as a (check all that apply): (1) broker-dealer (registered or unregistered) (2)registered representative of a broker-dealer (3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (4)futures commission merchant (5)real estate broker, dealer, or agent (6)insurance broker or agent (7)bank (including a separately identifiable department or division of a bank) (8)trust company (9)registered municipal advisor (10)registered security-based swap dealer (11)major security-based swap participant (12)accountant or accounting firm (13)lawyer or law firm (14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATE If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D. Yes No B.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? (2)If yes, is this other business your primary business? If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name. Yes No DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name. SECTION 6.A. Names of Your Other Businesses No Information Filed SECTION 6.B.(2) Description of Primary Business Describe your primary business (not your investment advisory business): If you engage in that business under a different name, provide that name: SECTION 6.B.(3) Description of Other Products and Services Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name: Item 7 Financial Industry Affiliations In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients. A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that is under common control with you. You have a related person that is a (check all that apply): (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered) (2)other investment adviser (including financial planners) (3)registered municipal advisor (4)registered security-based swap dealer (5)major security-based swap participant (6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (7)futures commission merchant (8)banking or thrift institution (9)trust company (10)accountant or accounting firm (11)lawyer or law firm (12)insurance company or agency (13)pension consultant (14)real estate broker or dealer (15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (16)sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. SECTION 7.A. Financial Industry Affiliations Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A. 1. Legal Name of Related Person: HILLTOP SECURITIES INC. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC. 2.Primary Business Name of Related Person: HILLTOP SECURITIES INC. 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529 or Other 4.Related Person's (a) CRD Number (if any): 6220 (b)CIK Number(s) (if any): No Information Filed 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution (i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? 1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC. 2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC. 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812 or DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any): 17587 (b)CIK Number(s) (if any): No Information Filed 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution (i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? 1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC. 2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC. 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any): (b)CIK Number(s) (if any): DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution (i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? 1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC. 2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC. 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any): (b)CIK Number(s) (if any): No Information Filed 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution (i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? 1. Legal Name of Related Person: HILLTOP HOLDINGS INC. 2.Primary Business Name of Related Person: HILLTOP HOLDINGS INC. 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any): (b)CIK Number(s) (if any): No Information Filed 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: HILLTOP HOLDINGS INC.2.Primary Business Name of Related Person: HILLTOP HOLDINGS INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? Item 7 Private Fund Reporting Yes No B.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information Filed SECTION 7.B.(2) Private Fund Reporting No Information Filed Item 8 Participation or Interest in Client Transactions In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year. Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates. Proprietary Interest in Client Transactions A. Do you or any related person:Yes No DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: HILLTOP HOLDINGS INC.2.Primary Business Name of Related Person: HILLTOP HOLDINGS INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of theInstructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reportingadviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D withrespect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant torule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you andyour clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? (2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? (3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than those mentioned in Items 8.A.(1) or (2))? Sales Interest in Client Transactions B.Do you or any related person:Yes No (1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)? (2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves as underwriter or general or managing partner? (3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)? Investment or Brokerage Discretion C.Do you or any related person have discretionary authority to determine the:Yes No (1)securities to be bought or sold for a client's account? (2)amount of securities to be bought or sold for a client's account? (3)broker or dealer to be used for a purchase or sale of securities for a client's account? (4)commission rates to be paid to a broker or dealer for a client's securities transactions? D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons? E.Do you or any related person recommend brokers or dealers to clients? F.If you answer "yes" to E. above, are any of the brokers or dealers related persons? G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with client securities transactions? (2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Act of 1934? H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? (2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation in addition to the employee's regular salary)? I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals? In your response to Item 8.I., do not include the regular salary you pay to an employee. In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. Item 9 Custody In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and about your custodial practices. A. (1) Do you have custody of any advisory clients':Yes No (a) cash or bank accounts? (b) securities? If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person. (2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody: U.S. Dollar Amount Total Number of Clients (a) $(b) If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do not include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2). B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: HILLTOP HOLDINGS INC.2.Primary Business Name of Related Person: HILLTOP HOLDINGS INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of theInstructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reportingadviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D withrespect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant torule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you andyour clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than thosementioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from thebrokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves asunderwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as abroker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with clientsecurities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Actof 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation inaddition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any personin exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and aboutyour custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients'accounts, or (ii)a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent(pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do not include the amount of those assetsand the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include theamount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts? (b) securities? You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b). (2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody: U.S. Dollar Amount Total Number of Clients (a) $(b) C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply: (1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage. (2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools. (3)An independent public accountant conducts an annual surprise examination of client funds and securities. (4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities. If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D). D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No (1)you act as a qualified custodian (2)your related person(s)act as qualified custodian(s) If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination commenced: F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,act as qualified custodians for your clients in connection with advisory services you provide to clients? 0 SECTION 9.C. Independent Public Accountant No Information Filed Item 10 Control Persons In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only. If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C. Yes No A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D. B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information Filed SECTION 10.B. Control Person Public Reporting Companies DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: HILLTOP HOLDINGS INC.2.Primary Business Name of Related Person: HILLTOP HOLDINGS INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of theInstructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reportingadviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D withrespect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant torule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you andyour clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than thosementioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from thebrokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves asunderwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as abroker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with clientsecurities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Actof 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation inaddition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any personin exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and aboutyour custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients'accounts, or (ii)a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent(pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do not include the amount of those assetsand the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include theamount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in thepools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds andsecurities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If youchecked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) ofSchedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A.of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) theexamination commenced: F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,act as qualified custodians for your clients inconnection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks forinformation about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application orreport, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please completeSection 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reporting company): (1)Full legal name of the public reporting company:HILLTOP HOLDINGS INC. (2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):1265131 Item 11 Disclosure Information In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration. Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are. If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed. You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11. Yes No Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP: A. In the past ten years, have you or any advisory affiliate:Yes No (1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2)been charged with any felony? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending. B.In the past ten years, have you or any advisory affiliate: (1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2)been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending. For "yes" answers to the following questions, complete a Regulatory Action DRP: C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No (1)found you or any advisory affiliate to have made a false statement or omission? (2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? (4)entered an order against you or any advisory affiliate in connection with investment-related activity? (5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: (1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? (4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity? (5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E.Has any self-regulatory organization or commodities exchange ever: (1)found you or any advisory affiliate to have made a false statement or omission? (2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)? (3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? (4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended? DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: HILLTOP HOLDINGS INC.2.Primary Business Name of Related Person: HILLTOP HOLDINGS INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of theInstructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reportingadviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D withrespect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant torule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you andyour clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than thosementioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from thebrokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves asunderwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as abroker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with clientsecurities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Actof 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation inaddition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any personin exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and aboutyour custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients'accounts, or (ii)a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent(pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do not include the amount of those assetsand the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include theamount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in thepools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds andsecurities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If youchecked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) ofSchedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A.of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) theexamination commenced: F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,act as qualified custodians for your clients inconnection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks forinformation about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application orreport, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please completeSection 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please provide thefollowing information (you must complete a separate Schedule D Section 10.B. for each public reporting company):(1)Full legal name of the public reporting company:HILLTOP HOLDINGS INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):1265131Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application forregistration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-siteexaminations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and allrelying advisers under an umbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (orany person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see theGlossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you areregistered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1),11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date anyrights of appeal from preliminary orders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business,or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with aninvestment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from associationwith other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended? G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.? For "yes" answers to the following questions, complete a Civil Judicial Action DRP: H. (1)Has any domestic or foreign court:Yes No (a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority? (2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)? Item 12 Small Businesses The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7. Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration. For purposes of this Item 12 only: Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger). Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person. Yes No A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C. B.Do you: (1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year? C.Are you: (1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year? Schedule A Direct Owners and Executive Officers 1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information. 2.Direct Owners and Executive Officers. List below the names of: (a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions; (b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in- law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital; (d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers. 3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual. 5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75% A - 5% but less than 10%C - 25% but less than 50%E - 75% or more 7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: HILLTOP HOLDINGS INC.2.Primary Business Name of Related Person: HILLTOP HOLDINGS INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of theInstructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reportingadviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D withrespect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant torule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you andyour clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than thosementioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from thebrokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves asunderwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as abroker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with clientsecurities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Actof 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation inaddition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any personin exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and aboutyour custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients'accounts, or (ii)a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent(pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do not include the amount of those assetsand the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include theamount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in thepools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds andsecurities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If youchecked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) ofSchedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A.of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) theexamination commenced: F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,act as qualified custodians for your clients inconnection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks forinformation about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application orreport, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please completeSection 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please provide thefollowing information (you must complete a separate Schedule D Section 10.B. for each public reporting company):(1)Full legal name of the public reporting company:HILLTOP HOLDINGS INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):1265131Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application forregistration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-siteexaminations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and allrelying advisers under an umbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (orany person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see theGlossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you areregistered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1),11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date anyrights of appeal from preliminary orders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business,or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with aninvestment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from associationwith other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatoryauthority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business"or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million.You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on acurrent balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly orindirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of itsmost recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend thisinformation.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applyingfor registration and cannot be more than one individual), director, and any other individuals with similar status or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject toSection 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes ofthis Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right topurchase the security.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust andeach trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed byelected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is anindividual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members,the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under thisdefinition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c)Complete each column. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Title or Status Date Title or Status Acquired MM/YYYY Ownership Code Control Person PR CRD No. If None: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. MEDANICH, DAVID, KING I PRESIDENT 06/2007 NA Y N 1030727 FIRST SOUTHWEST HOLDING, L.L.C.DE PARENT COMPANY 01/2009 E Y N EDGE, JOSEPH, MICHAEL I CHEIF FINANCIAL OFFICER 02/2016 NA Y N 4326551 MEDANICH, DAVID, KING I BOARD MANAGER 05/2007 NA N N 1030727 WITTNEBEN, BRIAN, LANE I SECRETARY/GENERAL COUNSEL 09/2009 NA N N 4861905 WINGES, MARTIN, BRADLEY I CHAIRMAN AND CEO 03/2021 NA Y N 1929509 Coya, Scott I CHIEF COMPLIANCE OFFICER 01/2022 NA Y N 2511281 Schedule B Indirect Owners 1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information. 2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below: (a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c)in the case of an owner that is a trust, the trust and each trustee; and (d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers. 3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given. 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual. 5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6.Ownership codes are:C - 25% but less than 50%E - 75% or more D - 50% but less than 75%F - Other (general partner, trustee, or elected manager) 7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c)Complete each column. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Entity in Which Interest is Owned Status Date Status Acquired MM/YYYY Ownership Code Control Person PR CRD No. If None: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. HILLTOP HOLDINGS INC.DE HILLTOP SECURITIES HOLDINGS, LLC PARENT 01/2015 E Y Y HILLTOP SECURITIES HOLDING, LLC DE FIRST SOUTHWEST HOLDINGS, LLC PARENT 01/2015 E Y N Schedule D - Miscellaneous You may use the space below to explain a response to an Item or to provide any other information. Schedule R No Information Filed DRP Pages DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: HILLTOP HOLDINGS INC.2.Primary Business Name of Related Person: HILLTOP HOLDINGS INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of theInstructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reportingadviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D withrespect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant torule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you andyour clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than thosementioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from thebrokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves asunderwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as abroker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with clientsecurities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Actof 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation inaddition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any personin exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and aboutyour custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients'accounts, or (ii)a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent(pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do not include the amount of those assetsand the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include theamount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in thepools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds andsecurities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If youchecked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) ofSchedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A.of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) theexamination commenced: F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,act as qualified custodians for your clients inconnection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks forinformation about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application orreport, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please completeSection 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please provide thefollowing information (you must complete a separate Schedule D Section 10.B. for each public reporting company):(1)Full legal name of the public reporting company:HILLTOP HOLDINGS INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):1265131Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application forregistration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-siteexaminations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and allrelying advisers under an umbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (orany person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see theGlossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you areregistered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1),11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date anyrights of appeal from preliminary orders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business,or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with aninvestment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from associationwith other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatoryauthority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business"or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million.You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on acurrent balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly orindirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of itsmost recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend thisinformation.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applyingfor registration and cannot be more than one individual), director, and any other individuals with similar status or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject toSection 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes ofthis Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right topurchase the security.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust andeach trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed byelected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is anindividual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members,the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under thisdefinition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: Last Name, FirstName, Middle Name)DE/FE/I Title or Status Date Title or StatusAcquired MM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. and Date of Birth, IRS TaxNo. or Employer ID No.MEDANICH, DAVID, KING I PRESIDENT 06/2007 NA Y N 1030727FIRST SOUTHWEST HOLDING, L.L.C.DE PARENT COMPANY 01/2009 E Y NEDGE, JOSEPH, MICHAEL I CHEIF FINANCIALOFFICER 02/2016 NA Y N 4326551MEDANICH, DAVID, KING I BOARD MANAGER 05/2007 NA N N 1030727WITTNEBEN, BRIAN, LANE I SECRETARY/GENERALCOUNSEL 09/2009 NA N N 4861905WINGES, MARTIN, BRADLEY I CHAIRMAN AND CEO 03/2021 NA Y N 1929509Coya, Scott I CHIEF COMPLIANCEOFFICER 01/2022 NA Y N 2511281Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks forinformation about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a votingsecurity of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of anyoption, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of thepartnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii)if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no furtherownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if morethan one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under thisdefinition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: Last Name, FirstName, Middle Name)DE/FE/I Entity in Which Interest isOwned Status Date Status AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. and Date of Birth, IRSTax No. or Employer ID No.HILLTOP HOLDINGS INC.DE HILLTOP SECURITIESHOLDINGS, LLC PARENT 01/2015 E Y YHILLTOP SECURITIES HOLDING, LLC DE FIRST SOUTHWESTHOLDINGS, LLC PARENT 01/2015 E Y NSchedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV) No Information Filed REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:316 This advisory affiliate is a Firm an Individual Registered:Yes No Name:FIRST SOUTHWEST COMPANY (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:HILLTOP SECURITIES ASSET MANAGEMENT, LLC CRD Number: 110760Other-Than-Annual Amendment - All Sections Rev. 10/20211/11/2022 4:14:14 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this formupdated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for thefiling adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): HILLTOP SECURITIES ASSET MANAGEMENT, LLCB.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.HILLTOP SECURITIES ASSET MANAGEMENT, LLCList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-40189(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information FiledE.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 110760If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:717 N. HARWOOD STREET Number and Street 2:SUITE 3400City:DALLAS State:Texas Country:United States ZIP+4/Postal Code:75201If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, orare registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If youare applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbersof employees as of the end of your most recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:8:00 AM - 5:00 PM(3)Telephone number at this location:214-953-4000(4)Facsimile number at this location, if any: 214-840-5008(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completedfiscal year? 2G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as aportal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than oneportal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail(e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, ifyou have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide thatinformation here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office andplace of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balancesheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:2700 VIA FORTUNA Number and Street 2:SUITE 410City:AUSTIN State:Texas Country:United States ZIP+4/Postal Code:78746If this address is a private residence, check this box: Telephone Number: 800/575-3792 Facsimile Number, if any:512/481-2020If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 628367How many employees perform investment advisory functions from this office location? 4Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate ScheduleD Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in termsof numbers of employees).Number and Street 1:30 EAST 7TH ST.Number and Street 2:SUITE 260City:ST. PAUL State:Minnesota Country:United States ZIP+4/Postal Code:55101If this address is a private residence, check this box: Telephone Number: 612-486-4620 Facsimile Number, if any:If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch OfficeRegistration Form (Form BR), please provide the CRD Branch Number here: 72581How many employees perform investment advisory functions from this office location? 1Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/orLinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.Address of Website/Account on Publicly Available Social Media Platform: https://www.hilltopsecurities.com/public-finance/hsam/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D,Section 1.L. for each location.Name of entity where books and records are kept:HILLTOP SECURITIES ASSET MANAGEMENT, LLCNumber and Street 1: 2700 VIA FORTUNA Number and Street 2: SUITE410City: AUSTIN State: Texas Country: United States ZIP+4/Postal Code: 78746If this address is a private residence, check this box: Telephone Number: 800-5753792 Facsimile number, if any: 512-481-2020This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THE BOOKS AND RECORDS MAINTAINED IN THE AUSTIN BRANCH OFFICE INCLUDE CONTRACTS, TRADE TICKETS, AND VARIOUS CLIENT REPORTS.SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annualupdating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SECregistration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond toeach of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has notwithdrawn the election, and you have at least $25 million of regulatory assets under management;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal officeand place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called noticefilings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial applicationor report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your noticefilingsor reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is anamendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee forthe coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registeredwith the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to makecertain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of theserepresentations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after thedate my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registeringwith the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. Bychecking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authoritiesin those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviserwith the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register asan investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryDelawareUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where youreside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organizationor state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, youshould count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.26B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?4(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?11(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?6(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser otherthan you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?0(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscalyear?46(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized assole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisoryservices pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If youhave fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company,business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than 5Clients (3) Amount of Regulatory Assets underManagement(a) Individuals (other than high net worth individuals)$(b) High net worth individuals $(c) Banking or thrift institutions $(d) Investment companies $(e) Business development companies $(f) Pooled investment vehicles (other than investment companies and business developmentcompanies)$(g) Pension and profit sharing plans (but not the plan participants or government pension plans)$(h) Charitable organizations $(i) State or municipal government entities (including government pension plans)46 $ 15,600,000,000(j) Other investment advisers $(k) Insurance companies $(l) Sovereign wealth funds and foreign official institutions $(m) Corporations or other businesses not listed above $(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify): FIXED TRANSACTION FEE BASED ON A CONTRACTUAL FEE SCHEDULEItem 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 0 (d)0Non-Discretionary:(b)$ 15,600,000,000 (e)46Total:(c)$ 15,600,000,000 (f)46Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify): INVESTMENT POLICY REVIEW,PORTFOLIO REVIEW,POLICY COMPLIANCE REVIEW,FLEX REPO BIDDING AGENT,ASSISTANCE WITH BANKING SERVICES, ETCDo not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940,including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of ScheduleD. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$(b) portfolio manager for a wrap fee program? $(c) sponsor to and portfolio manager for the same wrap fee program? $If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amountof regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.L.Marketing Activities Yes No(1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials,endorsements, or third-party ratings?(3) Do any of your advertisements include hypothetical performance ?(4) Do any of your advertisements include predecessor performance ?SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee Programs No Information FiledSECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each ofthe following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion inregulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of yeardate. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report thoseinvestments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your serviceproviders in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current andprospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section.(a)Asset Type Mid-year End of year(i)Exchange-Traded Equity Securities 0 %0 %(ii)Non Exchange-Traded Equity Securities 0 %0 %(iii)U.S. Government/Agency Bonds 29 %23 %(iv)U.S. State and Local Bonds 1 %3 %(v)Sovereign Bonds 0 %0 %(vi)Investment Grade Corporate Bonds 7 %6 %(vii)Non-Investment Grade Corporate Bonds 0 %0 %(viii)Derivatives 0 %0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 4 %5 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)48 %50 %(xi)Cash and Cash Equivalents 11 %14 %(xii)Other 0 %0 %Generally describe any assets included in "Other"(b)Asset Type End of year(i)Exchange-Traded Equity Securities %(ii)Non Exchange-Traded Equity Securities %(iii)U.S. Government/Agency Bonds %(iv)U.S. State and Local Bonds %(v)Sovereign Bonds %(vi)Investment Grade Corporate Bonds %(vii)Non-Investment Grade Corporate Bonds %(viii)Derivatives %(ix)Securities Issued by Registered Investment Companies or Business Development Companies %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)%(xi)Cash and Cash Equivalents %(xii)Other %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under managementattributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provideinformation with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annualupdating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to eachcategory of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory Assets UnderManagement (2)Borrowings (3) Derivative Exposures(a) Interest RateDerivative (b) Foreign ExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management forpurposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that yousubadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, thegross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) theregulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managedaccounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information FiledItem 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): PUBLIC FUNDS INVESTMENT MKT & ARBITRAGE REBATEIf you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name:Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that isunder common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of yourfirm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealershould be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for yourrelying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide toyour clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clientsor business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwisecreates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fundtransfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: HILLTOP SECURITIES INC.2.Primary Business Name of Related Person: HILLTOP SECURITIES INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 55529or Other 4.Related Person's (a) CRD Number (if any):6220(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.2.Primary Business Name of Related Person: MOMENTUM INDEPENDENT NETWORK INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60812or Other 4.Related Person's (a) CRD Number (if any):17587(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST FINANCIAL INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.2.Primary Business Name of Related Person: SOUTHWEST INSURANCE AGENCY, INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?1. Legal Name of Related Person: HILLTOP HOLDINGS INC.2.Primary Business Name of Related Person: HILLTOP HOLDINGS INC.3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent(pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at therelated person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of theInstructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reportingadviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D withrespect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant torule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you andyour clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than thosementioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from thebrokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves asunderwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as abroker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with clientsecurities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Actof 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation inaddition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any personin exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and aboutyour custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients'accounts, or (ii)a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent(pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do not include the amount of those assetsand the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include theamount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in thepools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds andsecurities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If youchecked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) ofSchedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A.of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) theexamination commenced: F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,act as qualified custodians for your clients inconnection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks forinformation about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application orreport, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please completeSection 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please provide thefollowing information (you must complete a separate Schedule D Section 10.B. for each public reporting company):(1)Full legal name of the public reporting company:HILLTOP HOLDINGS INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):1265131Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application forregistration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-siteexaminations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and allrelying advisers under an umbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (orany person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see theGlossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you areregistered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1),11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date anyrights of appeal from preliminary orders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business,or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with aninvestment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from associationwith other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatoryauthority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business"or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million.You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on acurrent balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly orindirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of itsmost recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend thisinformation.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applyingfor registration and cannot be more than one individual), director, and any other individuals with similar status or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject toSection 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes ofthis Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right topurchase the security.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust andeach trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed byelected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is anindividual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members,the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under thisdefinition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: Last Name, FirstName, Middle Name)DE/FE/I Title or Status Date Title or StatusAcquired MM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. and Date of Birth, IRS TaxNo. or Employer ID No.MEDANICH, DAVID, KING I PRESIDENT 06/2007 NA Y N 1030727FIRST SOUTHWEST HOLDING, L.L.C.DE PARENT COMPANY 01/2009 E Y NEDGE, JOSEPH, MICHAEL I CHEIF FINANCIALOFFICER 02/2016 NA Y N 4326551MEDANICH, DAVID, KING I BOARD MANAGER 05/2007 NA N N 1030727WITTNEBEN, BRIAN, LANE I SECRETARY/GENERALCOUNSEL 09/2009 NA N N 4861905WINGES, MARTIN, BRADLEY I CHAIRMAN AND CEO 03/2021 NA Y N 1929509Coya, Scott I CHIEF COMPLIANCEOFFICER 01/2022 NA Y N 2511281Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks forinformation about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a votingsecurity of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of anyoption, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of thepartnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii)if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no furtherownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if morethan one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under thisdefinition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: Last Name, FirstName, Middle Name)DE/FE/I Entity in Which Interest isOwned Status Date Status AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. and Date of Birth, IRSTax No. or Employer ID No.HILLTOP HOLDINGS INC.DE HILLTOP SECURITIESHOLDINGS, LLC PARENT 01/2015 E Y YHILLTOP SECURITIES HOLDING, LLC DE FIRST SOUTHWESTHOLDINGS, LLC PARENT 01/2015 E Y NSchedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:316 This advisory affiliate is a Firm an Individual Registered:Yes No Name:FIRST SOUTHWEST COMPANY (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:316 This advisory affiliate is a Firm an Individual Registered:Yes No Name:FIRST SOUTHWEST COMPANY (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:316 This advisory affiliate is a Firm an Individual Registered:Yes No Name:FIRST SOUTHWEST COMPANY (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV) No Information Filed Part 2 Exemption from brochure delivery requirements for SEC-registered advisers SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a brochure to all of your advisory clients, you do not have to prepare a brochure. Yes No Are you exempt from delivering a brochure to all of your clients under these rules? If no, complete the ADV Part 2 filing below. Amend, retire or file new brochures: Part 3 CRS Type(s)Affiliate Info Retire There are no CRS filings to display. Execution Pages DOMESTIC INVESTMENT ADVISER EXECUTION PAGE You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions bymore than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number:316 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:FIRST SOUTHWEST COMPANY(For individuals, Last, First, Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with theSEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more thanten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If theanswer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). Ifrequalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. Ifdisposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if anyportion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)No Information FiledPart 2Exemption from brochure delivery requirements for SEC-registered advisersSEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a brochure to all of your advisory clients, you donot have to prepare a brochure.Yes NoAre you exempt from delivering a brochure to all of your clients under these rules?If no, complete the ADV Part 2 filing below.Amend, retire or file new brochures:Part 3 CRS Type(s)Affiliate Info RetireThere are no CRS filings to display.Execution PagesDOMESTIC INVESTMENT ADVISER EXECUTION PAGEYou must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments. Appointment of Agent for Service of ProcessBy signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principaloffice and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of anynotice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, inany federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises outof any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) theSecurities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation underany of these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: RAY P. HUIE Date: MM/DD/YYYY 01/11/2022 Printed Name: RAY P. HUIE Title: COMPLIANCE MANAGER Adviser CRD Number: 110760 NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments. 1. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice filing. 2. Appointment and Consent: Effect on Partnerships If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners. 3. Non-Resident Investment Adviser Undertaking Regarding Books and Records By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: Date: MM/DD/YYYY Printed Name:Title: Adviser CRD Number: 110760 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Hilltop Securities Asset Management, LLC 717 N. Harwood Street, Suite 3400 Dallas, TX 75201 Phone: (214) 953-4000 Fax: (214) 840-5044 SEC # 801-40189 CRD # 110760 Issue date: July 2, 2021 This brochure provides information about the qualifications and business practices of Hilltop Securities Asset Management LLC. If you have any questions about the contents of this brochure, please contact us at the phone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Please note, where this brochure may use the terms “registered investment adviser” and/or “registered”, registration itself does not imply a certain level of skill or training. Additional information about the firm and its representatives is also available on the SEC’s website at www.adviserinfo.sec.gov FORM ADV Uniform Application for Investment Adviser Registration Part 2A: Investment Adviser Brochure Item 1: Cover Page DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 2 The only material changes to this document were an updated AUM and Board structure.. Additional information about the firm and its representatives is also available on the SEC’s website at www.adviserinfo.sec.gov. Topic Page # Item 1: Cover Page .................................................................................................. 1 Item 2: Material Changes ......................................................................................... 2 Item 3: Table of Contents (this page) ........................................................................ 2 Item 4: Advisory Business ....................................................................................... 3 Item 5: Fees & Compensation .................................................................................. 3 Item 6: Performance-Based Fees and Side by Side Management................................ 4 Item 7: Types of Clients ........................................................................................... 4 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss.......................... 5 Item 9: Disciplinary Information .............................................................................. 5 Item 10: Other Financial Industry Activities & Affiliations ......................................... 5 Item 11: Code of Ethics, Participation or Interest in Client Transactions, & Personal Trading .......................................................................................... 5 Item 12: Brokerage Practices...................................................................................... 6 Item 13: Review of Accounts ..................................................................................... 6 Item 14: Client Referrals & Other Compensation ........................................................ 6 Item 15: Custody ....................................................................................................... 7 Item 16: Investment Discretion .................................................................................. 7 Item 17: Voting Client Securities ............................................................................... 7 Item 18: Financial Information. .................................................................................. 7 Part 2B: Brochure Supplements (Items 1-6)...........................................................8-19 Item 2: Material Changes Item 3: Table of Contents DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 3 Established in 1991, Hilltop Securities Asset Management, LLC (“HSAM”), a SEC registered investment advisor, currently provides investment advisory services for $15.6 billion in public sector client assets. The firm works closely with local and state government entities nationwide to deliver expertise across the following primary areas: 1. Investment Management Services HSAM specializes in providing investment advice to local governmental entities. HSAM invests in corporate debt securities, commercial paper, certificates of deposit, municipal securities and U.S Government and agency securities. Investment strategies are cash flow based and adhere to specific maturity limitations, maximum allocation percentages and credit restrictions as stated in individual client’s written investment policies. As a result, securities are generally purchased with the intention of holding until maturity. Trading authority granted to HSAM by client is non-discretionary. Clients may change/amend these limitations as required. Such amendments shall be submitted in writing. All provisions governing HSAM’s authority are documented in the advisory agreements with Clients. HSAM prepares monthly and/or quarterly reports for local governmental entities that comply with the local laws and Governmental Accounting Standards Board requirements. Additionally, the firm also provides monthly collateral valuation reporting, investment policy reviews and performance benchmark reporting. Assets Under Management: As of 12/31/2020, HSAM manages $15.6 billion for its 46 Investment Management clients. 2. Arbitrage Rebate Compliance Services The Arbitrage Rebate Services (“ARS”) which the firm provides include the technical calculation of rebates, as well as the required public reporting. Arbitrage rebate rules require issuers to rebate to the IRS any excess interest earned on tax-exempt bond proceeds in taxable securities. The firm advises issuers on rebate exceptions and alternatives to take advantage of the exceptions. HSAM has developed a proprietary software program which provides comprehensive arbitrage calculations. Additionally, the firm assists clients with preparation for IRS audits and refund requests 3. Structured Products HSAM provides advice regarding investments in certain structured products including, but not limited to, repurchase agreements, guaranteed investment contracts (GICs), and forward purchase/delivery agreements. 1. Investment Management Services HSAM offers four types of management fee structures tailored to fit the specific needs of each client to whom HSAM provides services. All four are negotiable on a case by case basis, as highlighted below: • Fixed annual fee, billed in monthly or quarterly increments. • Fixed and/or sliding scale percentage fee based on the amount of assets under management, typically Item 4: Advisory Business Item 5: Fees and Compensation DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 4 assessed quarterly • A fee based on actual transactions. The amount of this fee is based on the size and maturity of each investment as well as a contractual basis point fee schedule. • An hourly charge, which is typically selected for specialized consulting services. Asset-based fees for public funds are negotiated using the standard fee guideline below: Assets Under Management Less than $10,000,000. ........................... 0.25% $10,000,000 to $30,000,000… ................ 0.17%. $30,000,001 and $50,000,000… .......... 0.12% $50,000,000 to $100,000,000… .............. 0.08% Over $100,000,000… ....................0.06%. Clients may incur certain administrative and custodial charges imposed by their custodians and/or depository institution. Mutual funds and public fund investment pools also charge internal management fees, which are disclosed in a fund’s prospectus. 2. Arbitrage Rebate Compliance Services The firm charges a flat fee for this service. The fee is negotiable and is dependent on the amount of services provided and the length of time to deliver the service. 3. Structured Products Structured Products charges fees in accordance with the safe harbor broker’s commission rules pursuant to Treasury Regulation Section 1.148-5(e)(2)(iii)(B)(1). HSAM’s advisory services do not incorporate performance fees or the offering of any additional investment services; side-by-side management does not apply to those services rendered by the firm. Side-by-side management poses a conflict to the extent that HSAM manages similar portfolios for multiple clients. This conflict is mitigated by separate and individual management of each portfolio. The portfolios are non-discretionary and subject to specific authorities and limitations of individual policies. Investment Management works with each client to determine the appropriate investment options for available cash in the portfolio. The client gives final approval on all investment choices. HSAM provides investment advisory services predominately to local governmental entities. The firm generally requires a minimum initial account value of $20 million from governmental clients, but makes exceptions to this general practice in certain instances. Item 6: Performance-based fees and Side-by-Side Management Item 7: Types of Clients DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 5 Due to the unique nature of the business, HSAM first reviews estimated cash flow needs of client. The firm then reviews the client’s investment policy and develops an investment strategy aimed at achieving their specific goals and objectives. The main focus in managing public funds is safety of principal while providing adequate liquidity. The investment process is regularly reviewed to assess risk and look for strategies to improve earnings and reduce exposure. Risk of Loss: Investing in debt securities involves a certain amount of risk of loss that clients should be prepared to bear. There is market risk, valuation risk and risks associated with concentration in particular debt securities. Questions regarding these risks and/or increased costs may be directed to the firm and its representatives. Rule 206(4)-4 of the Investment Advisers Act of 1940 requires investment advisers to provide clients with disclosures as to any legal or disciplinary activities deemed material to the client’s evaluation of the adviser. Please note, neither the firm nor its personnel have any disciplinary, regulatory, criminal, civil, or otherwise reportable history to disclose at this time. HSAM is owned by First Southwest Holdings, LLC. HSAM is affiliated with the following entities. • Hilltop Securities Inc. (“HTS”), a dually registered BD-RIA • Momentum Independent Network, Inc., a dually registered BD-RIA (Formerly known as Hilltop Securities Independent Network, Inc.) HSAM maintains affiliations with other Hilltop non-financial services companies which are also owned by Hilltop Securities Holdings. As required by Rule 204A-1 of the Investment Advisers Act of 1940, HSAM has adopted a Code of Ethics that sets forth the basic policies of ethical conduct for all managers, officers, and employees of the firm. The Code of Ethics describes the firm's fiduciary duties and obligations to clients, and sets forth its practice of supervising the personal securities transactions of those employees who maintain access to client information. The Code of Ethics also places restrictions on employees and serves to satisfy the firm’s ethical responsibilities. In accordance with the Code of Ethics, HSAM collects and maintains records of securities holdings and transactions made by employees. The firm reviews the personal trading practices of its employees to identify and resolve any potential or realized conflicts of interest. A copy of HSAM’s Code of Ethics will be provided to any client upon request. 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 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 6 All HSAM personnel are subject to the pre-approval of all political contributions. In approving said contributions, the firm monitors for potential conflicts with clients and prospective clients as they relate to pay-to-play rules and other issues related to contributing moneys to issuer officials. HSAM will execute securities transactions for its advisory clients through unaffiliated broker-dealers of its choosing. As instructed by the client, the firm directs delivery of client securities to a HTS account used exclusively for that HSAM client. This process facilitates the delivery of securities to the client’s custodian. Neither HSAM nor HTS receives additional compensation as a result of this delivery arrangement. However, for those clients utilizing transaction-based fee arrangements, HSAM will add a fully disclosed fee to the purchase cost of the security prior to delivery to the client’s custodian. The amount of this fee is determined by the contractual fee schedule included in the client agreement. As an investment adviser, HSAM has a fiduciary duty to seek best execution for client transactions. Best execution is a collective consideration of factors concerning the trade in question. Such factors include: • the security being traded, • the price of the trade, • the speed of the execution, • apparent conditions in the market; • and the specific needs of the client. HSAM will endeavor to select brokers or dealers that provide the best services at the most advantageous price. All trades are conducted on a competitive basis, with independent, non-affiliated brokers or dealers. At no time will trades be executed through the HTS Capital Markets Group. Due to the nature of investing in debt securities, no soft dollar arrangements exist. Portfolio Managers perform regular oversight of client portfolios. The firm understands the unique objectives and constraints of investing public sector funds. Market conditions, account changes and other similar events will trigger more frequent reviews. Clients receive monthly statements and confirmations from HTS. HSAM may provide monthly or quarterly investment reporting as arranged with the client. Clients are encouraged to contact the firm immediately with any changes to their financial situation as such changes may impact the status of their investment account(s). HSAM does not compensate others for client referrals or receive any compensation other than that earned from its advisory services. Item 12: Brokerage Practices Item 13: Review of Accounts Item 14: Client Referrals and Other Compensation DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 7 HSAM, does not maintain or accept custody of client funds or securities. Clients will receive account statements from their respective custodians. Clients should carefully review their statements. When clients receive account information from HSAM, clients are urged to compare their custodian’s account information with the information received from HSAM and contact HSAM or their custodian with any questions or discrepancies. HSAM maintains non-discretionary authority over managed assets. The firm recommends types of securities and the amount to be purchased or sold. All final investment decisions must be approved by the Client. HSAM will seek competitive bids in an effort to receive the best price and execution. As a general policy HSAM does not vote proxies on behalf of clients. The investments available under the appropriate state’s public funds investment laws typically do not lead to proxy votes. Clients may obtain a copy of HSAM’s complete proxy voting policies and procedures upon request by contacting the CCO at the phone number on page 1 of this brochure. Under Rule 206(4)-4 of the Investment Advisers Act of 1940, investment advisers are required to disclose certain financial information about their business practices that might serve as material to a client’s decision in choosing an investment adviser. As of the date of this filing, HSAM does not require the pre-payment of any fees or maintain any financial hardships or other conditions that might impair its ability to meet its contractual obligations to clients. Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities Item 18: Financial Information DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 8 FORM ADV Uniform Application for Investment Adviser Registration Part 2B: Brochure Supplements Investment Adviser Representatives and/or Supervised Persons: Supplemental information Item 1: Cover Page Brad Winges, Chairman and CEO David Medanich, President Joseph Michael Edge, CFO Mike Cogliano, CCO Scott McIntyre, CFA, Managing Director/ Sr. Portfolio Manager T. Gregory Warner, CTP, Director/ Sr. Portfolio Manager Dan Grant, VP/Portfolio Manager Andrea Cash, AVP/Portfolio Manager Richard Konkel Lou Martine Amber Galloway, Investment Analyst 717 N. Harwood Street, Suite 3400 Dallas, TX 75201 Phone: (214) 953-4000 Fax: (214) 840-5044 SEC # 801-40189 CRD# 110760 Issue date: July 2, 2021 This brochure provides information about the qualifications and business practices on the following individual as a representative of Hilltop Securities Asset Management LLC. This information is provided as a supplement to the Form ADV Part 2A which has been provided for your review. Should you have any questions about this supplement, or if you have not received the Form ADV Part 2A please contact the firm immediately. The information in this brochure supplement has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Please note, where this brochure supplement may use the terms “registered investment adviser” and/or “registered”, registration itself does not imply a certain level of skill or training. Additional information about the firm and this representative is also available on the SEC’s website at www.adviserinfo.sec.gov DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 9 Item 2: Educational Background and Business Experience Name: David Medanich, President Year Born: 1956 Education: Texas Christian University, BBA in Finance Licenses: Series 24, 53, 50, 54, 7, 63 and 79 Business Experience: • 2016 to Present Hilltop Securities Inc., Vice Chairman • 2007 to Present Hilltop Securities Asset Management, LLC, President • 1981 to 2016 First Southwest Company, Registered Representative. Item 3: Disciplinary Information Mr. Medanich does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Mr. Medanich does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time. Item 6: Supervision Mike Cogliano serves as supervisor of Mr. Medanich. Mr. Cogliano can be reached at the offices of HSAM listed on the cover page of this brochure DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 10 Item 2: Educational Background and Business Experience Name: Joseph Michael Edge, Chief Financial Officer Year Born: 1976 Education: Texas A&M University, BBA – Finance Southern Methodist University, MBA Licenses: Series 7, 27, 79, and 99 Business Experience: • 2000 to Present Hilltop Securities Inc., CFO, • 2015 to Present Momentum Independent Network Inc., Director Item 3: Disciplinary Information Mr. Edge does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Mr. Edge does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time. Item 6: Supervision Mike Cogliano serves as supervisor of Mr. Edge. Mr. Cogliano can be reached at the offices of HSAM listed on the cover page of this brochure. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 11 Item 2: Educational Background and Business Experience Name: Mike Cogliano, Chief Compliance Officer Year Born: 1968 Education: Southern New Hampshire University Licenses: Series 3, 4, 6, 7, 14, 24, 53, 63, and 66 Business Experience: • 2000 to present Hilltop Securities Inc., CCO • 2007 to present Momentum Independent Network Inc., CCO • 2018 to present Hilltop Securities Asset Management LLC, CCO • 2018 to 2019 FSW Advisory Services, Inc., CCO • 1997 to 2000 HD Vest Investment Securities, Operations Supervisor • 1993 to 1997 PFS Investments, Registered Representative Item 3: Disciplinary Information Mr. Cogliano does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Mr. Cogliano does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time. Item 6: Supervision Mike Cogliano serves as Chief Compliance Officer for HSAM. Mr. Cogliano can be reached at the offices of HSAM listed on the cover page of this brochure. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 12 Item 2: Educational Background and Business Experience Name: Scott McIntyre, CFA, Managing Director / Sr. Portfolio Manager Year Born: 1962 Education: Southwest Texas State University, BS in Business Management Licenses: Series 7, 24, 63 and 65 Business Experience: • 2016 to Present Hilltop Securities Inc., Managing Director, Sr. Portfolio Manager • 1998 to Present Hilltop Securities Asset Management, LLC., Managing Director Sr. Portfolio Manager, • 1998 to 2016 First Southwest Company, Registered Representative, • 1994-1998 Patterson & Associates, VP / Sr. Portfolio Manager, • 1989-1994 Texas State Treasury, Senior Investment Officer. Item 3: Disciplinary Information Mr. McIntyre does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Mr. McIntyre does not engage in any other business other than highlighted in Item 2 nor receives any additional compensation at this time. Item 6: Supervision David Medanich serves as supervisor of Mr. McIntyre. Mr. Medanich can be reached at the offices of HSAM listed on the cover page of this brochure. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 13 Item 2: Educational Background and Business Experience Name: T. Gregory Warner, CTP, Director / Sr. Portfolio Manager Year Born: 1966 Education: University of Texas at Austin, BBA in Finance Licenses: Series 7, 63 and 65 Business Experience: • 2016 to Present Hilltop Securities Inc., Director, Sr. Portfolio Manager • 1998 to Present Hilltop Securities Asset Management, LLC., Director, Sr. Portfolio Manager, • 1998 to 2016 First Southwest, Registered Representative, • 1997-1998 Guaranty Federal Bank, Treasury Analyst, • 1991-1997 Norwest Bank of Texas (Franklin Federal Bancorp) Assistant Vice President and Treasury Officer. Item 3: Disciplinary Information Mr. Warner does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Mr. Warner does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time. Item 6: Supervision Scott McIntyre serves as supervisor of Mr. Warner. Mr. McIntyre can be reached at the offices of HSAM listed on the cover page of this brochure. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 14 Item 2: Educational Background and Business Experience Name: Dan Grant, VP / Portfolio Manager Year Born: 1967 Education: Bentley College, BS Finance Licenses: Series 4, 7, 55, 63, and 66 Business Experience: • 2016 to Present Hilltop Securities Inc., VP, Portfolio Manager • 2011 to Present Hilltop Securities Asset Management, LLC., VP, Portfolio Manager, • 2011 to 2016 First Southwest, Registered Representative, • 1994 to 2011 Fidelity Investments, Vice President. Item 3: Disciplinary Information Mr. Grant does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Mr. Grant does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time. Item 6: Supervision Scott McIntyre serves as supervisor of Mr. Grant. Mr. McIntyre can be reached at the offices of HSAM listed on the cover page of this brochure. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 15 Item 2: Educational Background and Business Experience Name: Andrea Cash, AVP / Portfolio Manager Year Born: 1966 Education: University of Washington, BA Sociology 1988 Licenses: Series 7, 52 and 66 Business Experience: • 2016 to Present Hilltop Securities Inc., AVP, Portfolio Manager • 2015 to Present Hilltop Securities Asset Management, LLC, AVP, Portfolio Manager, • 2013 to 2015 Hilltop Securities Asset Management, LLC, Trading Assistant • 2013 to 2016 First Southwest Company, Registered Representative, • 2006 to 2013 Bullock Texas State History Museum, Membership Development • 1992 to 2002 The Portico Group, Marketing Manager. Item 3: Disciplinary Information Ms. Cash does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Ms. Cash does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time. Item 6: Supervision Scott McIntyre serves as supervisor of Ms. Cash. Mr. McIntyre can be reached at the offices of HSAM listed on the cover page of this brochure DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 16 Item 2: Educational Background and Business Experience Name: Richard Konkel Year Born: 1970 Education: Florida State University, BS in Applied Mathematics Rollins College, MBA Licenses: Series 3, 7, 24, 50, 53, 54, 63, 65 and 79 Business Experience: • July 2019 to Present Hilltop Securities, Inc., Managing Director, Debt Capital Markets Structuring • Nov. 2018 to July 2019 Hilltop Securities, Inc., Managing Director, Head of Structured Products • 2007 to Present Hilltop Securities, Inc., Registered Representative • 2006 to 2007 Stifel, Nicolaus & Company, Inc., Registered Representative • 1998 to 2006 M2 Systems Incorporated, Solutions Architect Item 3: Disciplinary Information Mr. Konkel does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Mr. Konkel does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time. Item 6: Supervision David Medanich serves as supervisor of Mr. Konkel. Mr. Medanich can be reached at the offices of HSAM listed on the cover page of this brochure. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 17 Item 2: Educational Background and Business Experience Name: Louis G. Martine Year Born: 1964 Education: J.L. Kellogg Graduate School of Management, Northwestern University Master of Management degree (MBA), with distinction Northwestern University School of Law Juris Doctor degree University of Notre Dame, Notre Dame, IN Bachelor of Business Administration degree summa cum laude Licenses: Series 7, 63 and 66 Business Experience: • October 2019 – Present Hilltop Securities, Inc., Vice President • October 2019 – Present Hilltop Securities Asset Management, LLC • 2010 – 2018 U.S. Bancorp Asset Management Inc., Sr. Managing Director • 2005 – 2010 U.S. Bancorp Asset Management Inc., Managing Director • 2001 – 2005 Piper Jaffray & Co., Managing Director • 1998 – 2001 Piper Jaffray & Co., Vice President/Associate • 1992 – 1998 Barnes & Thornburg, Attorney • 1986 – 1988 Chemical Bank, Credit Analyst Item 3: Disciplinary Information Mr. Martine does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Mr. Martine does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time Item 6: Supervision David Medanich serves as supervisor of Mr. Martine. Mr. Medanich can be reached at the offices of HSAM listed on the cover page of this brochure. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 18 Item 2: Educational Background and Business Experience Name: Amber Galloway, Investment Analyst Year Born: 1992 Education: Texas State University, BBA Finance Licenses: Series 7 and 66 Business Experience: • 2019 - Present Hilltop Securities Inc., Investment Analyst • 2018 - 2019 Pioneer Bank SSB, Commercial Underwriter Item 3: Disciplinary Information Ms. Galloway does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Ms. Galloway does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time Item 6: Supervision Scott McIntyre serves as supervisor of Mr. Grant. Mr. McIntyre can be reached at the offices of HSAM listed on the cover page of this brochure. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Form ADV Part 2A/2B: Investment Adviser Brochure and Brochure Supplements Hilltop Securities Asset Management, LLC (“HSAM”) Page 19 Educational Background and Business Experience Name: Brad Winges Year Born: 1967 Education: University of Wisconsin-Madison, BS in Economics Licenses: Series 3, 7, 9, 10, 24, 27, 53 and 63 Business Experience: • Since Feb 2019 Hilltop Securities Inc., President and CEO • Since March 2021 Hilltop Securities Asset Management, LLC, Chairman and CEO • Since Feb 2019 Momentum Independent Network, Inc., CEO • 1991 to 2019 Piper Jaffray & Co., Sr. Executive Managing Director • 2010 to 2011 Piper Jaffray Investment Management LLC • 1989 to 1991 Juran & Moody, Inc. Item 3: Disciplinary Information Mr. Winges does not have any legal, civil, criminal, regulatory, or disciplinary history to report at this time. Item 4 and 5: Other Business Activity and Additional Compensation Mr. Winges does not engage in any other business activity other than highlighted in Item 2 nor receives any additional compensation at this time Item 6: Supervision Mike Cogliano serves as supervisor of Mr. Winges. Mr. Cogliano can be reached at the offices of HSAM listed on the cover page of this brochure. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F © 2022 Hilltop Securities Asset Management LLC. All rights reserved. City of Denton, Texas Appendix B Hilltop Holdings Inc. 10K Appendix B DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F © 2022 Hilltop Securities Asset Management LLC. All rights reserved. City of Denton, Texas Appendix C Sample Reports Appendix C DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Exhibit C CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC- 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Hilltop Securities, Inc. 5/2/2022 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: EE51B279-ED2A-4F92-9EC5-4D271629723F Certificate Of Completion Envelope Id: EE51B279ED2A4F929EC54D271629723F Status: Completed Subject: Please DocuSign: City Council Contract 7953 Source Envelope: Document Pages: 308 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 4/29/2022 3:01:36 PM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Signed by link sent to erica.garcia@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 4/29/2022 3:23:54 PM Viewed: 4/29/2022 3:24:14 PM Signed: 4/29/2022 3:25:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to lori.hewell@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 4/29/2022 3:25:50 PM Viewed: 4/29/2022 3:27:27 PM Signed: 4/29/2022 3:33:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to marcella.lunn@cityofdenton.com Using IP Address: 107.120.35.69 Signed using mobile Sent: 4/29/2022 3:34:00 PM Viewed: 4/29/2022 4:41:25 PM Signed: 4/29/2022 4:42:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott McIntyre scott.mcintyre@hilltopsecurities.com Managing Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to scott.mcintyre@hilltopsecurities.com Using IP Address: 204.109.42.200 Sent: 4/29/2022 4:42:26 PM Viewed: 5/2/2022 10:53:55 AM Signed: 5/2/2022 10:56:52 AM Electronic Record and Signature Disclosure: Signer Events Signature Timestamp Accepted: 5/2/2022 10:53:55 AM ID: fb083753-f01a-4602-a3cc-1d35bc8b610d Cassandra Ogden Cassandra.Ogden@cityofdenton.com Chief Financial Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to Cassandra.Ogden@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 5/2/2022 10:56:58 AM Viewed: 5/2/2022 10:57:36 AM Signed: 5/2/2022 10:58:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Signed by link sent to cheyenne.defee@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 5/2/2022 10:58:20 AM Viewed: 5/18/2022 12:53:08 PM Signed: 5/18/2022 12:53:31 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to sara.hensley@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 5/18/2022 12:53:37 PM Viewed: 5/18/2022 12:54:11 PM Signed: 5/18/2022 12:54:28 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to rosa.rios@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 5/18/2022 12:54:35 PM Viewed: 5/18/2022 1:51:11 PM Signed: 5/18/2022 1:51:32 PM Electronic Record and Signature Disclosure: Accepted: 5/18/2022 1:51:11 PM ID: eb242ad1-aaf7-4dad-9985-f703428f645e In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 4/29/2022 3:25:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 5/2/2022 10:58:20 AM Viewed: 5/2/2022 10:58:51 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/18/2022 1:51:39 PM Viewed: 5/18/2022 2:00:46 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Randee Klingele Randee.Klingele@cityofdenton.com Sr Treasury Analyst City of Denton Security Level: Email, Account Authentication (None) Sent: 5/18/2022 1:51:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/29/2022 3:23:54 PM Certified Delivered Security Checked 5/18/2022 1:51:11 PM Signing Complete Security Checked 5/18/2022 1:51:32 PM Completed Security Checked 5/18/2022 1:51:40 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Scott McIntyre, Rosa Rios How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.