AMPHORA WEALTH MANAGEMENT, LLC

Item 1: Cover Page Amphora Wealth Management, LLC Form ADV Part 2A Brochure Address: 100 Europa Drive Suite 431 Chapel Hill, NC 27517 Phone: (919) 240-6111 Email: eric@amphorawealth.com Website: https://www.amphorawealth.com/ This brochure provides information about the qualifications and business practices of Amphora Wealth Management, LLC. If you have any questions about the contents of this brochure, please contact us at the telephone number or email address 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. Amphora Wealth Management, LLC is a registered investment adviser, but registration does not imply a certain level of skill or training. Additional information about Amphora Wealth Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov and by searching for CRD# 157968. Page 1 of 25 Date of Brochure: March 28, 2025  Item 2: Material Changes In this Item, Amphora Wealth Management, LLC is only required to identify and discuss material changes since filing its last annual amendment. Since the firm’s last annual updating amendment filed on March 27, 2024, we have no material changes to report. Page 2 of 25 Date of Brochure: March 28, 2025  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Advisory Business Item 5: Fees and Compensation Item 6: Performance-Based Fees & Side-By-Side Management Item 7: Types of Clients Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities & Affiliations Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading Item 12: Brokerage Practices Item 13: Review of Accounts Item 14: Client Referrals and Other Compensation Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities Item 18: Financial Information 1 2 3 4 7 9 10 11 14 15 17 18 20 21 22 23 24 25 Page 3 of 25 Date of Brochure: March 28, 2025  Item 4: Advisory Business A. Amphora Wealth Management, LLC (the “Adviser,” “we,” “us,” or “our”) is an investment adviser founded in 2011, registered with the U.S. Securities and Exchange Commission (“SEC”), and principally owned by Eric Sobocinski. Our comprehensive wealth management process generally involves the following steps: i. ii. iii. iv. v. Discovery: Exploration and identification of a client’s values and goals Investment Planning: Preparation of an Investment Policy Statement outlining a client’s current financial situation Development of Investment Plan: Selecting a portfolio that will correspond with a client’s specific situation Implementation: Providing on-going services for the management of client accounts in accordance with investment and wealth objectives Regular Progress Meetings: Contact with clients to determine if financial circumstances or investment and wealth objectives have changed requiring alternative strategy. B. Adviser offers the following types of advisory services: i. Investment Management. Adviser provides ongoing discretionary and non-discretionary investment management services to its clients based upon each client’s current financial condition, goals, risk tolerance, income, liquidity requirements, investment time horizon, and other information that is relevant to the management of clients’ account(s). This information will then be used to make investment decisions and recommendations that reflect clients’ individual needs and objectives on an initial and ongoing basis pursuant to an Investment Policy Statement and Investment Plan. Adviser’s investment decisions and recommendations will allocate portions of clients’ account(s) to various asset classes classified according to historical and projected risks and rates of return. For accounts in which Adviser has been granted discretionary authority, Adviser will retain the discretion to buy, sell, or otherwise transact in securities and other investments in a client’s accounts without first receiving the client’s specific approval for each transaction. Such discretionary authority is granted by a client in his or her investment management agreement with Adviser. For non-discretionary accounts, Adviser may only buy, sell, or otherwise transact in securities and other investments in a client’s accounts upon receiving the client’s specific approval for each transaction. Clients may impose restrictions on investing in certain securities or types of securities so long as such restrictions may reasonably be implemented by Adviser. Adviser generally implements its investments strategy by allocating clients’ investable assets across a diversified risk-based portfolio of no-load mutual funds and/or exchange traded funds (“ETFs”), stocks, bonds, municipal securities, U.S. Government securities, money market funds, and real estate investment trusts (“REITs”). We primarily recommend mutual funds offered by Dimensional Fund Advisors, LP (“DFA”), Bridgeway Capital Management, LLC, AQR Capital Management, LLC, and Vanguard Group Inc. Mutual Funds or ETFs that follow a passive and/or evidence-based investment philosophy generally have low holdings turnover. Consequently, the fund expenses are generally lower than fees and expenses charged by other types of funds. Client portfolios may also include some individual equity securities (generally part of clients’ investment holdings prior to working with us) and may continue to be held in situations where disposition of these securities would present an overriding tax implication or the client specifically requests they be retained for a personal reason. We may also recommend fixed income portfolios to clients, which consist of managed accounts of individual bonds that are either directly managed by us or by a third-party fixed income manager (who will also monitor the account for changes in credit ratings, Page 4 of 25 Date of Brochure: March 28, 2025  security call provisions, and tax loss harvesting opportunities (to the extent that the manager is provided with cost basis information). We generally recommend customized, laddered bond portfolios to clients for fixed income allocations. Complete customized, laddered fixed income portfolios generally require a minimum level of assets allocated to fixed income. Low-cost passively managed fixed income mutual funds may be used for smaller allocated amounts. Adviser will also be the named Investment Direction Adviser providing investment advisory services to various trusts. The Investment Direction Adviser serves in a fiduciary capacity to the trust and provides recommendations for investments to the named Trustee of the trust. ii. Practice Integrated Wealth Management (Financial Planning). When rendering financial planning services (which may be provided either in connection with investment management services or as a standalone service), Adviser will evaluate and make recommendations with respect to various financial planning topics that are relevant to a particular client. Such topics can include, for example, retirement planning, education savings, cash flow management, debt reduction, estate planning, insurance needs, risk mitigation, tax planning, charitable giving strategies, divorce planning, and/or financial goal tracking. Implementation of Adviser’s recommendations will be at the discretion of the client. When rendering financial planning services, a conflict exists between Adviser’s interests and the interests of its clients; clients are under no obligation to act upon Adviser’s financial planning recommendations. If a client elects to act on any of the recommendations made by Adviser, the client is under no obligation to effect the transaction through Adviser or any of its personnel. iii. Selection of other investment advisers. From time to time and when appropriate for a particular client, Adviser will recommend or retain an independent and unaffiliated third-party investment adviser (“Third-Party Adviser”) to manage all or a portion of a client’s portfolio on a discretionary basis. Third-Party Advisers are evaluated based on a variety of factors, not the least of which include performance return history, asset class specialization, management tenure, and risk profile. Adviser will conduct due diligence as appropriate to confirm that such Third-Party Advisers are duly registered and otherwise well-equipped to manage such clients’ accounts. Adviser generally retains the discretionary authority to hire or fire such Third-Party Advisers with or without notice to the client. As of the date of this brochure, Adviser generally recommends the utilization of Focus Partners Advisor Solutions, LLC ("FPAS") as the Third-Party Adviser. iv. Pension Consulting Services. To the extent Adviser is retained by a defined contribution plan, defined benefit plan, or other employee benefit plan (a “Plan”), Adviser shall review the Plan’s investment objectives, risk tolerance, and goals, and shall work in partnership with applicable third-parties (such as the Plan’s recordkeeper, third-party administrator, and/or discretionary investment manager - such as FPAS) to establish an appropriate investment policy statement and deploy applicable investment options into the Plan’s account. Adviser shall periodically review the investment options available to the Plan and, if applicable, will make recommendations to assist the Plan with respect to the selection of the Plan’s qualified default investment alternative (“QDIA”). Adviser will provide reports, information and recommendations, on a reasonably requested basis, to assist the Plan in monitoring the selected investments. If elected by the Plan, Adviser may also provide various services related to the Plan’s governance, the education of Plan participants, and the review of other service providers to the Plan. In connection with Plans subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) and applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) Adviser acknowledges that it is a fiduciary under ERISA and the Code, shall render Page 5 of 25 Date of Brochure: March 28, 2025  prudent investment advice that is in Plan’s best interest, shall avoid making misleading statements, and shall receive no more than reasonable compensation. v. Educational Seminars/Workshops. From time to time, Adviser will sponsor educational seminars/workshops to help attendees organize their financial lives in the context of life events such as divorce or loss of a family member. No specifically-tailored financial planning or investment advice is intended to be rendered to attendees, and any attendees that wish to receive such specifically-tailored financial planning or investment advice must separately retain Amphora for such services. vi. Special Projects. On occasion Adviser may charge clients additional fees for the following projects: ■ Cost Basis Determinations ■ Variable Annuity and Equity/Fixed Index Annuity and Variable Life Insurance Reviews ■ Estate Plan Design Involving Business Entities and Discount Valuation Techniques ■ Closely Held Business Consulting ■ Divorce Consulting C. Adviser does not participate in any wrap fee programs. D. While Eric Sobocinski may be a licensed attorney, Adviser does not provide any legal or accounting advice. Clients should seek the counsel of a qualified accountant and/or attorney when necessary. E. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (the “Code”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: i. Meet a professional standard of care when making investment recommendations (give ii. iii. iv. prudent advice); Never put our financial interests ahead of yours when making recommendations (give loyal advice); Avoid misleading statements about conflicts of interest, fees, and investments; Follow policies and procedures designed to ensure that we give advice that is in your best interest; Charge no more than is reasonable for our services; and v. vi. Give you basic information about conflicts of interest. F. Adviser manages the following amount of discretionary and non-discretionary client assets calculated as of December 31, 2024: i. ii. iii. Discretionary: Non-Discretionary: Total: $150,155,438 $1,103,913 $151,259,351 Page 6 of 25 Date of Brochure: March 28, 2025  Item 5: Fees and Compensation A. Adviser is compensated for its advisory services primarily by fees charged based on a client’s assets under management with Adviser. For clients that do not wish to engage Adviser to provide ongoing portfolio management or advisory services, Adviser alternatively offers financial planning services on a flat fee basis of $2,500 to $15,000 per plan, or an hourly basis at $50 to $500 per hour. Fees are negotiable at Adviser’s sole discretion, and each client’s specific fee schedule is included as part of the investment advisory agreement signed by Adviser and the client. Adviser’s asset-based fee schedule for investment management services is set forth below, and is inclusive of the fee charged by FPAS to Adviser (i.e., clients do not pay a separate fee to FPAS for investment management services): Client Assets Under Management For the first $2,000,000 For the next $4,000,000 For the next $10,000,000 For all amounts above $16,000,000 Annual Fee Percentage (paid quarterly) 1.00% 0.80% 0.60% 0.50% The asset-based fee schedule set forth above is subject to a minimum annual fee of $8,000, charged in quarterly increments. Adviser’s asset-based fee schedule for pension consulting services is set forth below: Client Assets Under Management FPAS Annual Fee Percentage Adviser Annual Fee Percentage 0.20% 0.70% Total Annual Fee Percentage (paid quarterly) 0.90% 0.15% 0.45% 0.60% 0.08% 0.25% 0.33% 0.05% 0.15% 0.20% For the first $1,000,000 For the next $4,000,000 For the next $5,000,000 For all amounts above $10,000,000 Adviser generally charges educational seminar/workshop attendees a one-time flat fee ranging from $100 to $500 in advance of such seminar/workshop, and attendees will be provided a receipt evidencing payment of the same. If a client engages Adviser for one of the special projects outlined in Item 4 above (with the exception of divorce consulting), the services will be undertaken on an hourly basis. Adviser’s current hourly rates are set forth below. These fees may change from time to time. Senior Wealth Manager Wealth Manager Financial Planner Administrative Assistant $500 per hour $250 per hour $200 per hour $50 per hour Adviser charges an hourly rate of $300 for divorce consulting services. B. The asset-based fees set forth above are automatically deducted from Client’s account(s) and payable quarterly in advance based on the gross value of the assets designated to be under Page 7 of 25 Date of Brochure: March 28, 2025  Adviser’s management (inclusive of securities, cash, cash equivalents, and outstanding margin balances) as of the last business day of the prior calendar quarter. Fees are prorated based on the date that Client’s assets are first designated to be under Adviser’s management through the effective date of termination. The pro rata fees for the remainder of the quarterly billing period after the termination will be refunded to the client. Additional deposits of funds and/or any other securities will be subject to the same fee procedures. The asset-based fees set forth above are ‘tiered’ or ‘blended’ such that each listed range of assets under Adviser’s management shall be charged at the listed corresponding annual fee. Client account balances on which Adviser calculates fees may vary from account custodial statements based on independent valuations and other accounting variances, including mechanisms for including accrued interest in account statements. C. In addition to the fees charged by Adviser, clients will incur brokerage and other transaction costs. Please refer to Item 12: Brokerage Practices, for further information on such brokerage and other transaction-related practices. Depending on the specific investment products held in a client’s account and the services provided, a client may also incur additional fees and costs charged by other independent and unaffiliated third-parties. Such additional fees and costs may include, but are not necessarily limited to, the internal fees and costs of an investment product (like a mutual fund or exchange traded fund), margin interest, account or asset transfer fees, subadvisory or third-party investment manager fees, account type fees, early redemption charges, market-maker or bid-ask spreads, retirement plan fees, fees for receiving paper copies of documents in lieu of electronically-delivered documents, and other fees and taxes on brokerage accounts and securities transactions. These additional charges are separate and apart from the fees charged by Adviser. Lower fees for comparable services may be available from other sources. D. Neither Adviser nor any of its supervised persons accepts compensation for the sale of securities or other investment products. Page 8 of 25 Date of Brochure: March 28, 2025  Item 6: Performance-Based Fees & Side-By-Side Management Neither Adviser nor any of its supervised persons accepts performance-based fees (fees based on a share of capital gains or capital appreciation of the assets of a client). Neither Adviser nor any of its supervised persons engage in side-by-side management. Page 9 of 25 Date of Brochure: March 28, 2025  Item 7: Types of Clients Adviser generally provides its services to individuals, high-net-worth individuals, charitable organizations, and defined contribution plans, defined benefit plans, or other employee benefit plans. The minimum annual fee required to open and maintain an account with Adviser is $8,000, subject to negotiation. Please note that the Third-Party Advisers retained by Adviser may separately impose minimum account value requirements. Page 10 of 25 Date of Brochure: March 28, 2025  Item 8: Methods of Analysis, Investment Strategies & Risk of Loss A. The investment strategies used by Adviser when formulating investment advice or managing assets include Modern Portfolio Theory. Investing in securities involves risk of loss that clients should be prepared to bear. Past performance does not guarantee future returns. B. Like any investment strategy, Modern Portfolio Theory involves material risks. Such material risks are described in further detail below: i. Investing for the long term means that a client’s account will be exposed to short-term fluctuations in the market and the behavioral impulse to make trading decisions based on such short-term market fluctuations. Adviser does not condone short-term trading in an attempt to “time” the market, and instead coaches clients to remain committed to their financial goals. However, investing for the long term can expose clients to risks borne out of changes to interest rates, inflation, general economic conditions, market cycles, geopolitical shifts, and regulatory changes. ii. Inflation risk is the risk that the value of a client’s portfolio will not appreciate at least in an amount equal to inflation over time. General micro- and macro-economic conditions may also affect the value of the securities held in a client’s portfolio, and general economic downturns can trigger corresponding losses across various asset classes and security types. Market cycles may cause overall volatility and fluctuations in a portfolio’s value, and may increase the likelihood that securities are purchased when values are comparatively high and/or that securities are sold when values are comparatively low. Geopolitical shifts may result in market uncertainty, lowered expected returns, and general volatility in both domestic and international securities. Regulatory changes may have a negative impact on capital formation and increase the costs of doing business, and therefore result in decreased corporate profits and corresponding market values of securities. iii. Investing in mutual funds does not guarantee a return on investment, and shareholders of a mutual fund may lose the principal that they’ve invested into a particular mutual fund. Mutual funds invest into underlying securities that comprise the mutual fund, and as such clients are exposed to the risks arising from such underlying securities. Mutual funds charge internal expenses to their shareholders (which can include management fees, administration fees, shareholder servicing fees, sales loads, redemption fees, and other fund fees and expenses, e.g.), and such internal expenses subtract from its potential for market appreciation. Shares of mutual funds may only be traded at their stated net asset value (“NAV”), calculated at the end of each day upon the market’s close. Investing in ETFs bears similar risks and incurs similar costs to investing in mutual funds as described above. However, shares of an ETF may be traded like stocks on the open market and are not redeemable at an NAV. As such, the value of an ETF may fluctuate throughout the day and investors will be subject to the cost associated with the bid-ask spread (the difference between the price a buyer is willing to pay (bid) for an ETF and the seller's offering (asking) price). Clients are encouraged to carefully read the prospectus of any mutual fund or ETF to be purchased for investment to obtain a full understanding of its respective risks and costs. iv. Investing in common stocks means that a client will be subject to the risks of the overall market as well as risks associated with the particular company or companies whose stock is owned. These risks can include, for example, changes in economic conditions, Page 11 of 25 Date of Brochure: March 28, 2025  growth rates, profits, interest rates and the market’s perception of these securities. Common stocks tend to be more volatile and more risky than certain other forms of investments, especially as compared to fixed income products like bonds. v. Investing in fixed income securities issued by the U.S. Government, including Treasury Bills, Treasury Notes, Treasury Bonds, Treasury Inflation-Protected Securities (“TIPS”), and Floating Rate Notes means that a client will be subject to the market prices of such debt securities, which typically fluctuate depending on interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and rise when interest rates fall. The longer the time to a security’s maturity, the greater its interest rate risk. Fixed income securities issued by the U.S. Government are also subject to inflation risk, reinvestment risk, redemption risk, and valuation risk. vi. Investing in municipal securities carries unique risks, depending on the type of bond offered. General obligation bonds are issued by governmental entities and are not backed by revenues from a specific project or source. In some instances, municipalities may not have taxing authority to repay bondholders. Revenue bonds are backed by revenues from a specific project or source and can vary greatly in terms of credit risk. Some revenue bonds are “non-course” bonds, meaning that should the revenue stream dry up or the conduit borrower fails to pay, the bondholder will not have a claim to the underlying revenue or against the conduit borrower. vii. Investing in corporate debt, including corporate bonds, carries additional risks to those noted above for fixed income securities. Corporate debt is also subject to credit risk - the risk that the bond issuer may default on one or more payments before the bond reaches maturity. In the event of a default, you may lose some or all of the income you were entitled to, and even some or all of the principal amount invested. Some corporate bonds may also be subject to early redemption risk, with the issuer having the principal repaid prior to the maturity date of the bond. viii. Investing in REITs means that clients will be subject to the risks associated with investments in mortgages and their related activities in addition to the general risk of equity and financial markets. Among the factors that the REIT industry is vulnerable to are: (1) change in government regulation, primarily the pass-through tax treatment of REIT income, (2) the market for residential mortgage assets, (3) the general level and term structure for interest rates. The common equity prices of REITs have historically been more closely correlated with changes in interest rates than other non-REIT equity securities. Additionally, REITs tend to be more illiquid in nature, may contain additional fees, and may experience disruptions in distributions in comparison to other types of securities. ix. An interval fund is a type of closed-end fund that periodically offers to repurchase its shares from shareholders. Shareholders are not required to accept these offers and sell their shares back to the fund. Shares typically do not trade on the secondary market. Instead, their shares are subject to periodic repurchase offers by the fund at a price based on net asset value. Interval funds are permitted to deduct a redemption fee from the repurchase proceeds, not to exceed 2% of the proceeds. The fee is paid to the fund, and generally is intended to compensate the fund for expenses directly related to the repurchase. Interval funds may charge other fees as well. In addition to the risks associated with pooled investment vehicles generally as described above, the specific risk associated with interval funds is that it is less liquid than other open-end mutual funds that can generally be redeemed at any time. Thus, a client may not be able to redeem his or her investment until a redemption window is available. x. Investing in digital assets like bitcoin or ethereum, e.g., whether directly through an exchange or indirectly through another product or platform, involves the general risks of Page 12 of 25 Date of Brochure: March 28, 2025  investing in other investment vehicles. In addition, the value of digital assets are subject to significant fluctuations, can be highly volatile, and can change dramatically even intra-day. The price of digital assets could drop precipitously for a variety of reasons, including, but not limited to, a crisis of confidence in the network or a change in user preference to competing assets. Digital assets represent an emerging asset class. As a result, the market infrastructure through which it is exchanged and the regulatory foundation upon which it is regulated are still in their respective infancy when compared to more traditional assets like stocks, bonds, mutual funds, ETFs, or similar. Digital assets are not protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Any exposure to digital assets can result in substantial losses and digital asset investors should be able to withstand significant if not complete loss of invested capital. Digital assets facilitate decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of digital assets are wholly derived from their monetary premium and is not backed by any government, corporation, other identified body, or other physical assets. The exchange and availability of digital assets are dependent on the availability and proper functioning of the internet, the electronic platforms storing such digital assets, and the owner’s control and possession of any needed password or digital key. Any downtime, unavailability, cybersecurity breach, or loss of access is a risk that a digital asset investor should be prepared to bear. The loss, destruction, or compromise of a private key may result in a loss of the digital assets, typographical errors may lead to loss of the digital assets, and digital asset trade errors cannot be unwound. Accordingly, the indirect exposure to digital assets through securities of publicly listed companies is also susceptible to these risks. Once executed, a cryptocurrency transaction may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some cryptocurrency transactions shall be deemed to be made when recorded on a public ledger (e.g., a blockchain), which is not necessarily the date or time that the customer initiates the transaction. The value of cryptocurrency may be derived from the continued willingness of market participants to exchange fiat currency for cryptocurrency, which may result in the potential for permanent and total loss of value of a particular cryptocurrency should the market for cryptocurrencies collapse. There is no assurance that a person who accepts a cryptocurrency as a payment today will continue to do so in the future. The volatility and unpredictability of the price of cryptocurrency relative to fiat currency may result in significant loss over a short period of time. The value of a particular cryptocurrency may fall at any time, if, for example, a new, better cryptocurrency is created or software developers make unexpected changes to how the cryptocurrency works. Cryptocurrency is a digital currency and therefore intangible. This means that,like any other digital system, cryptocurrencies are at risk of fraud, cyber-attacks, and being affected by technical problems or difficulties which could result in you losing your crypto assets or delaying or preventing your ability to access or use them. xi. Relying on the investment advisory or management services of an independent and unaffiliated third-party adviser means that clients will be subject to such third-party adviser’s continued ability to achieve its investment mandates, as well as specific client investment objectives and restrictions. To the extent that a third-party adviser is dependent on the services or intellectual capital of a select few individuals, the departure or death of such individuals may have a material impact on the continued viability of such third-party adviser and its ability to continue serving client accounts. There can be no guarantee that a third-party adviser will meet its performance expectations, or that its services will be free of trading or management-related errors. Page 13 of 25 Date of Brochure: March 28, 2025  Item 9: Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Adviser’s advisory business or the integrity of Adviser’s management. Page 14 of 25 Date of Brochure: March 28, 2025  Item 10: Other Financial Industry Activities & Affiliations A. Neither Adviser nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. Neither Adviser nor any of its management persons have any relationship or arrangement with any related person below: i. ii. iii. iv. v. vi. vii. viii. ix. broker-dealer, municipal securities dealer, or government securities dealer or broker investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) other investment adviser or financial planner futures commission merchant, commodity pool operator, or commodity trading advisor banking or thrift institution accountant or accounting firm pension consultant real estate broker or dealer sponsor or syndicator of limited partnerships D. Although Eric Sobocinski is a licensed attorney, he does not provide any legal advice to clients of Adviser. Clients should seek the counsel of a qualified attorney when necessary. E. Eric Sobocinski is the Owner and President of Kylix Management, Inc., which provides management services to businesses and insurance sales to individuals and businesses. Kylix Management, Inc. does not provide services or products to individuals who are clients of Amphora Wealth Management, LLC, other than Amphora Wealth Management, LLC itself. Although AmyJo Young McElfresh is a licensed insurance agent, she does not actively sell insurance. She does, however, receive trailing commissions for insurance and annuity product sales which occurred prior to her joining Amphora Wealth Management, LLC. F. Adviser may provide consulting services related to changes in financial situations resulting from a divorce. In accordance with the terms of the written agreement with the client and based on the information provided by the client, Adviser will prepare a financial analysis addressing the financial issues resulting from a divorce. Compensation for this consulting service is described above in Item 5. G. As described earlier in Item 4 of this brochure, Adviser retains the authority to recommend or retain one or more Third-Party Advisers (such as FPAS) to provide investment advisory, administrative, and other back-office services to Adviser for the benefit of Adviser and its clients. Adviser does not receive any compensation directly from such Third-Party Adviser, but they do offer services that are intended to directly benefit Adviser, clients, or both. Such services include (a) an online platform through which Adviser can monitor and review client accounts, create model portfolios, and perform other client account maintenance matters, (b) access to technology that allows for client account aggregation, (c) quarterly client statements, (d) invitations to educational conferences, (e) practice management consulting, (f) full or partial sponsorship of client appreciation or education events, and (g) occasional business meals and entertainment. The availability of such services from a Third-Party Adviser creates a conflict of interest, to the extent Adviser may be motivated to retain a Third-Party Adviser as opposed to an alternative Third-Party Adviser (or to not retain one at all). Adviser addresses this conflict of interest by Page 15 of 25 Date of Brochure: March 28, 2025  performing appropriate due diligence on Third-Party Advisers to confirm their respective services are in the best interests of clients, periodically evaluating alternatives, and evaluating the merit of Third-Party Advisers without consideration for the benefits received by Adviser. H. Adviser maintains a Business Continuity and Succession Plan and seeks to avoid a disruption of service to clients in the event of an unforeseen loss of key personnel, due to disability or death. To that end, Adviser has entered into a succession agreement with Focus Partners Wealth, LLC (“FPW”), effective October 3, 2013. Adviser can provide additional information to any current or prospective client upon request. FPW and FPAS are affiliated companies. I. Adviser receives software from DFA, which Adviser utilizes in forming asset allocation strategies and producing performance reports. DFA also provides continuing education for Adviser personnel. These services are designed to assist Adviser plan and design its services for business growth. The receipt of such software and services creates a financial incentive to utilize DFA funds, which is a conflict of interest. We address this conflict of interest by fully disclosing it herein, by only utilizing DFA funds in client portfolios when believed to be appropriate for clients, and by evaluating DFA funds independent of any software or services received by DFA. Page 16 of 25 Date of Brochure: March 28, 2025  Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading A. Adviser has adopted a code of ethics that will be provided to any client or prospective client upon request. Adviser’s code of ethics describes the standards of business conduct that Adviser requires of its supervised persons, which is reflective of Adviser’s fiduciary obligations to act in the best interests of its clients. The code of ethics also includes sections related to compliance with securities laws, reporting of personal securities transactions and holdings, reporting of violations of the code of ethics to Adviser’s Chief Compliance Officer, pre-approval of certain investments by access persons, and the distribution of the code of ethics and any amendments to all supervised persons followed by a written acknowledgement of their receipt. B. Neither Adviser nor any of its related persons recommends to clients, or buys or sells for client accounts, securities in which Adviser or any of its related persons has a material financial interest. C. From time to time, Adviser or its related persons will invest in the same securities (or related securities such as warrants, options or futures) that Adviser or a related person recommends to clients. This has the potential to create a conflict of interest because it affords Adviser or its related persons the opportunity to profit from the investment recommendations made to clients. Adviser’s policies and procedures and code of ethics address this potential conflict of interest by prohibiting such trading by Adviser or its related persons if it would be to the detriment of any client and by monitoring for compliance through the reporting and review of personal securities transactions. In all instances Adviser will act in the best interests of its clients. D. From time to time, Adviser or its related persons will buy or sell securities for client accounts at or about the same time that Adviser or a related person buys or sells the same securities for its own (or the related person’s own) account. This has the potential to create a conflict of interest because it affords Adviser or its related persons the opportunity to trade either before or after the trade is made in client accounts, and profit as a result. Adviser’s policies and procedures and code of ethics address this potential conflict of interest by prohibiting such trading by Adviser or its related persons if it would be to the detriment of any client and by monitoring for compliance through the reporting and review of personal securities transactions. In all instances Adviser will act in the best interests of its clients. Page 17 of 25 Date of Brochure: March 28, 2025  Item 12: Brokerage Practices A. Adviser considers several factors when recommending a custodial broker-dealer for client transactions and determining the reasonableness of such custodial broker-dealer’s compensation. Such factors include the custodial broker-dealer’s industry reputation and financial stability, service quality and responsiveness, execution price, speed and accuracy, reporting abilities, and general expertise. Assessing these factors as a whole allows Adviser to fulfill its duty to seek best execution for its clients’ securities transactions. However, Adviser does not guarantee that the custodial broker-dealer recommended for client transactions will necessarily provide the best possible price, as price is not the sole factor considered when seeking best execution. After considering the factors above, Adviser recommends Charles Schwab & Co., Inc. ("Schwab") and Fidelity Brokerage Services LLC ("Fidelity") as the custodial broker-dealers for client accounts. Adviser will also utilize Teachers Insurance and Annuity Association of America (“TIAA”) as a custodian, particularly for clients who have participated in the TIAA platform as part of their employer’s retirement plan. i. Adviser does not receive research and other soft dollar benefits in connection with client securities transactions, which are known as “soft dollar benefits”. However, the custodial broker-dealer(s) recommended by Adviser do provide certain products and services that are intended to directly benefit Adviser, clients, or both. Such products and services include (a) an online platform through which Adviser can monitor and review client accounts, (b) access to proprietary technology that allows for order entry, (c) duplicate statements for client accounts and confirmations for client transactions, (d) invitations to the custodial broker-dealer(s)’ educational conferences, (e) practice management consulting, and (f) occasional business meals and entertainment. The receipt of these products and services creates a conflict of interest to the extent it causes Adviser to recommend Schwab and Fidelity as opposed to a comparable custodial broker-dealer. Adviser addresses this conflict of interest by fully disclosing it in this brochure, evaluating Schwab and Fidelity based on the value and quality of their services as realized by clients, and by periodically evaluating alternative broker-dealers to recommend. ii. Additionally, through FPAS, Adviser has access to mutual funds and interval funds created and managed by Stone Ridge Securities LLC (“Stone Ridge”) at reduced firm-wide minimums, for client investment. Stone Ridge is an independent broker-dealer registered with the Securities and Exchange Commission and a member of FINRA. As part of this relationship, Adviser also has access to other resources and services offered by Stone Ridge, including research and a cash management aggregator: Flourish Cash. Flourish Cash allows clients to open and maintain their own brokerage accounts with Stone Ridge, with the applicable disclosures provided separately prior to opening. Stone Ridge’s account minimums create an incentive for Adviser to recommend Stone Ridge funds. iii. Adviser does not consider, in selecting or recommending custodial broker-dealers, whether Adviser or a related person receives client referrals from a custodial broker-dealer. iv. Adviser does not routinely recommend, request, or require that a client direct Adviser to execute transactions through a specified custodial broker-dealer other than Schwab and Fidelity. B. Adviser does not arrange for the execution of securities transactions for participant directed plans utilizing Pension Consulting Services. Transactions are executed directly through employee plan Page 18 of 25 Date of Brochure: March 28, 2025  participation. C. Adviser (or a Third-Party Adviser) retains the ability to aggregate the purchase and sale of securities for clients’ accounts with the goal of seeking more efficient execution and more consistent results across accounts. Aggregated trading instructions will not be placed if it would result in increased administrative and other costs, custodial burdens, or other disadvantages. If client trades are aggregated by Adviser, such aggregation will be done so as not to disadvantage any client and to treat all clients as fairly and equally as possible. Directing the purchase and sale of securities for clients’ accounts on an individual basis, rather than in aggregate blocks, may result in increased client transaction costs. To the extent the securities purchased and sold by Adviser are mutual funds (each of which generally price at the same respective net asset value at the end of each trading day), Adviser believes that the potential for increased client transaction costs by not aggregating orders is substantially eliminated. Page 19 of 25 Date of Brochure: March 28, 2025  Item 13: Review of Accounts A. The Manager and Chief Compliance Officer of Adviser monitors client accounts on an ongoing basis, and typically reviews client accounts on a quarterly basis. Such reviews are designed to ensure that the client is still on track to achieve his or her financial goals, and that the investments remain appropriate given the client’s risk tolerance, investment objectives, major life events, and other factors. Clients are encouraged to proactively reach out to Adviser to discuss any changes to their personal or financial situation. B. Other factors that may trigger a review include, but are not limited to, material developments in market conditions, material geopolitical events, and changes to a client’s personal or financial situation (the birth of a child, preparing for a home purchase, plans to attend higher education, a job transition, impending retirement, death or disability among family members, etc.). C. The custodial broker-dealer will send account statements and reports directly to clients no less frequently than quarterly. Such statements and reports will be mailed to clients at their address of record or delivered electronically, depending on the client’s election. If agreed to by Adviser and client, Adviser or a third-party report provider will also send clients reports to assist them in understanding their account positions and performance, as well as the progress toward achieving financial goals. Page 20 of 25 Date of Brochure: March 28, 2025  Item 14: Client Referrals and Other Compensation A. Only clients provide an economic benefit to Adviser for providing investment advice or other advisory services to them, except as otherwise described in this brochure. However, as described above in Item 12, the custodial broker-dealer(s) recommended for client accounts provides certain products and services that are intended to directly benefit Adviser, clients, or both. B. Neither Adviser nor a related person directly or indirectly compensates a person who is not Adviser’s supervised person for client referrals. Page 21 of 25 Date of Brochure: March 28, 2025  Item 15: Custody For clients that do not have their fees deducted directly from their account(s), and have not provided Adviser with any standing letters of authorization (“SLOAs”) to distribute funds from their account(s) to third parties, Adviser will not have any custody of client funds or securities. For clients that have their fees deducted directly from their account(s), or that have provided Adviser with discretion as to amount and timing of disbursements pursuant to an SLOA to disburse funds from their account(s) to third parties, Adviser will generally be deemed to have custody over such clients’ funds pursuant to applicable custody rules and guidance thereto. At no time will Adviser accept custody of client funds or securities in the capacity of a custodial broker-dealer or other qualified custodian, and at all times client accounts will be held by a third-party qualified custodian as described in Item 12, above. With respect to custody that is triggered by third party SLOAs, Adviser endeavors to comply with the following seven conditions as listed in the 2017 SEC No Action Letter to the Investment Adviser Association: 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. If a client receives account statements from both the custodial broker-dealer and Adviser or a third-party report provider, client is urged to compare such account statements and advise Adviser of any discrepancies between them. Page 22 of 25 Date of Brochure: March 28, 2025  Item 16: Investment Discretion Adviser accepts discretionary trading authority to manage securities accounts on behalf of clients only pursuant to the mutual written agreement of Adviser and the client through a power-of-attorney, which is typically contained in the advisory agreement signed by Adviser and the client. This includes the authority to buy, sell, and otherwise transact in securities and other investment products in client’s account(s) without necessarily consulting with clients in advance. Clients may place reasonable limitations on this discretionary authority so long as it is contained in a written agreement and/or power-of-attorney. Page 23 of 25 Date of Brochure: March 28, 2025  Item 17: Voting Client Securities A. Adviser does not have and will not accept authority to vote client securities. B. Clients will receive their proxies or other solicitations directly from their custodial broker-dealer or a transfer agent, as applicable, and should direct any inquiries regarding such proxies or other solicitations directly to the sender. Page 24 of 25 Date of Brochure: March 28, 2025  Item 18: Financial Information A. Adviser does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. B. Adviser has no financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. C. Adviser has not been the subject of a bankruptcy petition at any time during the past ten years. Page 25 of 25 Date of Brochure: March 28, 2025