BROOKLINE WEALTH, LLC

Brookline Wealth, LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Brookline Wealth, LLC. If you have any questions about the contents of this brochure, please contact us at (512) 222-9169 or by email at: ah@brooklinewealth.com. 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. Additional information about Brookline Wealth, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Brookline Wealth, LLC’s CRD number is: 322787. 1000 Westbank Dr., Building 3 Austin, TX 78746 (512) 222-9169 ah@brooklinewealth.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 03/18/2025 i  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of Brookline Wealth, LLC on March 8, 2024 are described below. Material changes relate to Brookline Wealth, LLC’s policies, practices or conflicts of interests. • Brookline Wealth, LLC has updated its Assets Under Management. (Item 4) • Brookline Wealth, LLC has transitioned to registration with the United States Securities and Exchange Commission from its prior registration at the state level. ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes ....................................................................................................................................... ii Item 3: Table of Contents ...................................................................................................................................... iii Item 4: Advisory Business ......................................................................................................................................2 Item 5: Fees and Compensation .............................................................................................................................5 Item 6: Performance-Based Fees and Side-By-Side Management ....................................................................7 Item 7: Types of Clients ..........................................................................................................................................7 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ...............................................................8 Item 9: Disciplinary Information .........................................................................................................................12 Item 10: Other Financial Industry Activities and Affiliations .........................................................................12 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...............13 Item 12: Brokerage Practices ................................................................................................................................14 Item 13: Review of Accounts ................................................................................................................................15 Item 14: Client Referrals and Other Compensation ..........................................................................................16 Item 15: Custody ....................................................................................................................................................17 Item 16: Investment Discretion ............................................................................................................................17 Item 17: Voting Client Securities (Proxy Voting) ..............................................................................................18 Item 18: Financial Information .............................................................................................................................18 iii  Item 4: Advisory Business A. Description of the Advisory Firm Brookline Wealth, LLC (hereinafter “BWL”) is a Limited Liability Company organized in the State of Texas. The firm was formed in July 2022, and the principal owner is Adam Hull. B. Types of Advisory Services Wealth Advisory Oversight Services BWL believes effective wealth planning is just as important as asset management. Accordingly, BWL provides wealth planning in addition to its portfolio management services. BWL offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. BWL creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring BWL evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. BWL will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. Where appropriate, BWL also provides clients with integrated wealth advisory oversight services, which can include general oversight and guidance on any or all of the following services, among others: • General Financial Oversight, including Accounting Services • Insurance Review • Wealth Transfer and Estate Planning • Investment Planning • Trust Advisory Services • Concentrated Wealth Strategies • Family Governance • Investment Management 2  • Philanthropy In performing these services, BWL is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.) and is expressly authorized to rely on such information. BWL recommends the services of itself or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if clients engage BWL to provide additional fee-based services (e.g. custom reporting, or special projects). Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by BWL under a wealth advisory oversight engagement or to engage the services of any such recommended professionals, including BWL itself. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising BWL’s previous recommendations and/or services. Selection of Other Advisers BWL may direct clients to a third-party money manager (TPMM) to manage a portion of the assets. Before selecting other advisers for clients, BWL will verify that all recommended advisers are properly licensed, notice filed, or exempt in the states where BWL is recommending the adviser to clients. At this time, BWL may refer clients to Veriti Management LLC (“Veriti’), an SEC registered firm, CRD #297760. When clients are referred to a TPMM to manage client assets, BWL will still provide the following Wealth Advisory Oversight Services to the client: Insurance Review • General Financial Oversight, including Accounting Services • • Wealth Transfer and Estate Planning • Investment Planning • Trust Advisory Services • Concentrated Wealth Strategies • Family Governance • Philanthropy Services Limited to Specific Types of Investments BTW primarily offer advice on exchange traded funds ("ETFs") and mutual funds. Refer to the Methods of Analysis, Investment Strategies and Risk of Loss below for additional disclosures on this topic. Additionally, we may advise you on various types of investments based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. 3  Written Acknowledgement of Fiduciary Status 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 and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. C. Client Tailored Services and Client Imposed Restrictions BWL offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels). Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent BWL from properly servicing the client account, or if the restrictions would require BWL to deviate from its standard suite of services, BWL reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees and transaction costs. BWL does not participate in wrap fee programs. E. Assets Under Management BWL has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $113,074,270.00 $0.00 December 2024 4  Item 5: Fees and Compensation A. Fee Schedule Wealth Advisory Oversight Services The amount of the Wealth Advisory Oversight Fee is a quarterly fixed fee, generally ranging from $3,000 and $750,000 per year, which will increase by 3% annually but will not exceed 1% of the client’s total assets under advisement. Such fees could potentially be in excess of the industry norm. Similar advisory services can be obtained for less. Clients that would potentially be charged a fixed fee towards the upper limit of $750,000 are typically ultra-high-net-worth families with total assets under advisement of $50 million - $800 million. Selection of Other Advisers Fees BWL may direct clients to a TPMM to manage a portion of the assets. Clients will pay BWL its standard fee in addition to the standard fee for the adviser to which it directs those clients. The fees are negotiable and the total fees will not exceed any limit imposed by any regulatory agency. Our recommendations to use TPMM are included in our wealth management fee. We do not charge you a separate fee for the selection of other advisers nor will we share in the advisory fee you pay directly to the TPMM. Advisory fees that you pay to the TPMM are established and payable in accordance with the Form ADV Part 2 or other equivalent disclosure document provided by each TPMM to whom you are referred. These fees may or may not be negotiable. You should review the recommended TPMM's brochure for information on its fees and services. Clients will pay a fee to BWL for the services that our firm provides to you and you will pay the TPMM a separate fee for services that they provide directly to you. The advisory fee for Veriti: Firm AUM Annual Fee* 0 - $5M 0.40% $5M - $15M 0.35% $15M - $50M 0.30% >$50M 0.25% *- Minimum fee of $1,500 per year 5  These fees may be negotiated by Veriti at its sole discretion. The frequency of fees and how they are collected is provided in the TPMMs Form ADV Part 2A. You will be required to sign an agreement directly with the recommended TPMM(s). You may terminate your advisory relationship with the TPMM according to the terms of your agreement with the TPMM. You should review each TPMM's brochure for specific information on how you may terminate your advisory relationship with the TPMM and how you may receive a refund, if applicable. You should contact the TPMM directly for questions regarding your advisory agreement with the TPMM. Clients may terminate the agreement without penalty, for full refund of BWL’s fees, within five business days of signing the Wealth Advisory Oversight Services Agreement. Thereafter, clients may terminate the Agreement generally upon written notice. B. Payment of Fees Payment of Wealth Advisory Oversight Services Wealth Advisory Oversight Service fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis, or may be invoiced and billed directly to the client on a quarterly basis. Clients may select the method in which they are billed. Fees are paid in advance. If the agreement date is after the first day of a quarter, Wealth Advisory Oversight fees will be prorated to only include the remaining days in the quarter. BWL, in its sole discretion, will negotiate to charge a greater or lesser fee based upon certain criteria, such as the complexity of the client’s portfolio, the level of expertise required to service the account, the staff time involved in servicing the account, potential value added to the client for the services to be provided, pre-existing client relationships, anticipated future additional assets, dollar amount of assets to be managed, account retention and pro bono activities among other factors. Related client accounts may be aggregated for purposes of calculating fees. Brookline Wealth reserves the right to waive or reduce its advisory fee at any time when it deems it appropriate and/or necessary. Payment of Selection of Other Advisers Fees The timing, frequency, and method of paying fees for third-party managers will depend on the specific third-party adviser selected. The fees are negotiable, and the total fees will not exceed any limit imposed by any regulatory agency. The client will give Veriti written authorization permitting the Advisor to be paid directly from their account held by the custodian. The custodian will send a statement at least quarterly to the client. Where direct fee deduction is not practicable, client will be sent an invoice at the beginning of each quarter which is due upon receipt. 6  C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by BWL. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees BWL collects fees in advance. Refunds for fees paid in advance but not yet earned will be refunded on a prorated basis and returned within fourteen days to the client via check, or return deposit back into the client’s account. Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. Client may terminate this contract within the first five business days after execution without incurring fees by Brookline Wealth. E. Outside Compensation For the Sale of Securities to Clients Neither BWL nor its supervised persons accept any compensation for the sale of investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management BWL does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients BWL generally provides advisory services to the following types of clients: ❖ ❖ ❖ Individuals High-Net-Worth Individuals Corporations or Business Entities There is no account minimum for any of BWL’s services. While the TPMM does not have an account minimum, BWL will not refer clients who have assets less than $100,000 to be managed by the third-party. 7  Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis BWL’s methods of analysis include Fundamental analysis and Modern portfolio theory. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. Investment Strategies BWL uses long term trading and margin transactions. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Selection of Other Advisers: Although BWL will seek to select only money managers who will invest clients' assets with the highest level of integrity, BWL's selection process 8  cannot ensure that money managers will perform as desired and BWL will have no control over the day-to-day operations of any of its selected money managers. BWL would not necessarily be aware of certain activities at the underlying money manager level, including without limitation a money manager's engaging in unreported risks, investment “style drift” or even regulatory breaches or fraud. Investment Strategies BWL's use of margin transactions generally holds greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Money Market Funds: A money market fund is technically a security. The fund managers attempt to keep the share price constant at $1/share. However, there is no guarantee that the share price will stay at $1/share. If the share price goes down, you can lose some or all of your principal. The U.S. Securities and Exchange Commission ("SEC") notes that "While investor losses in money market funds have been rare, they are possible." In return for this risk, you should earn a greater return on your cash than you would expect from a Federal Deposit Insurance Corporation ("FDIC") insured savings account (money market funds are not FDIC insured). Next, money market fund rates are variable. In other words, you do not know how much you will earn on your investment next month. The rate could go up or go down. If it goes up, that may result in a positive outcome. However, if it goes down and you earn less than you expected to earn, you may end up needing more cash. A final risk you are taking with money market funds has to do with inflation. Because money market funds are considered to be safer than other investments like stocks, long- term average returns on money market funds tends to be less than long term average returns on riskier investments. Over long periods of time, inflation can eat away at your returns. Certificates of Deposit: Certificates of deposit (“CD”) are generally a safe type of investment since they are insured by the Federal Deposit Insurance Company (“FDIC”) 9  up to a certain amount. However, because the returns are generally low, there is risk that inflation outpaces the return of the CD. Certain CDs are traded in the marketplace and not purchased directly from a banking institution. In addition to trading risk, when CDs are purchased at a premium, the premium is not covered by the FDIC. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and the overall health of the economy. In general, larger, better established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") are but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual Funds and Exchange Traded Funds: Mutual funds and exchange traded funds ("ETF") are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open end". So-called "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end" funds have a fixed number of shares to sell which can limit their availability to new investors. ETFs may have tracking error risks. For example, the ETF investment adviser may not be able to cause the ETF’s performance to match that of its Underlying Index or other benchmark, which may negatively affect the ETF's performance. In addition, for leveraged and inverse ETFs that seek to track the performance of their Underlying Indices or benchmarks on a daily basis, mathematical compounding may prevent the ETF from correlating with performance of its benchmark. In addition, an ETF may not have investment exposure to all of the securities included in its Underlying Index, or its weighting of investment exposure to such securities may vary from that of the Underlying Index. Some ETFs may invest in securities or financial instruments that are not included in the Underlying Index, but which are expected to yield similar performance. Real Estate: Real estate is increasingly being used as part of a long-term core strategy due to increased market efficiency and increasing concerns about the future long-term variability of stock and bond returns. In fact, real estate is known for its ability to serve as a portfolio diversifier and inflation hedge. However, the asset class still bears a considerable amount of market risk. Real estate has shown itself to be very cyclical, 10  somewhat mirroring the ups and downs of the overall economy. In addition to employment and demographic changes, real estate is also influenced by changes in interest rates and the credit markets, which affect the demand and supply of capital and thus real estate values. Along with changes in market fundamentals, investors wishing to add real estate as part of their core investment portfolios need to look for property concentrations by area or by property type. Because property returns are directly affected by local market basics, real estate portfolios that are too heavily concentrated in one area or property type can lose their risk mitigation attributes and bear additional risk by being too influenced by local or sector market changes. Limited Partnerships: A limited partnership is a financial affiliation that includes at least one general partner and a number of limited partners. The partnership invests in a venture, such as real estate development or oil exploration, for financial gain. The general partner has management authority and unlimited liability. The general partner runs the business and, in the event of bankruptcy, is responsible for all debts not paid or discharged. The limited partners have no management authority and their liability is limited to the amount of their capital commitment. Profits are divided between general and limited partners according to an arrangement formed at the creation of the partnership. The range of risks are dependent on the nature of the partnership and disclosed in the offering documents if privately placed. Publicly traded limited partnership have similar risk attributes to equities. However, like privately placed limited partnerships their tax treatment is under a different tax regime from equities. You should speak to your tax adviser in regard to their tax treatment. Structured Products: A structured product, also known as a market-linked product, is generally a prepackaged investment strategy based on derivatives, such as a single security, a basket of securities, options, indices, commodities, debt issuances, and/or foreign currencies, and to a lesser extent, swaps. Structured products are usually issued by investment banks or affiliates thereof. They have a fixed maturity, and have two components: a note and a derivative. The derivative component is often an option. The note provides for periodic interest payments to the investor at a predetermined rate, and the derivative component provides for the payment at maturity. Some products use the derivative component as a put option written by the investor that gives the buyer of the put option the right to sell to the investor the security or securities at a predetermined price. Other products use the derivative component to provide for a call option written by the investor that gives the buyer of the call option the right to buy the security or securities from the investor at a predetermined price. A feature of some structured products is a "principal guarantee" function, which offers protection of principal if held to maturity. However, these products are not always Federal Deposit Insurance Corporation insured; they may only be insured by the issuer, and thus have the potential for loss of principal in the case of a liquidity crisis, or other solvency problems with the issuing company. Investing in structured products involves a number of risks including but not limited to: fluctuations in the price, level or yield of underlying instruments, interest rates, currency values and credit quality; substantial loss of principal; limits on participation in any appreciation of the underlying instrument; limited liquidity; credit risk of the issuer; conflicts of interest; and other events that are difficult to predict. 11  Private Placements: A private placement (non-public offering) is an illiquid security sold to qualified investors and are not publicly traded nor registered with the Securities and Exchange Commission. Private placements generally carry a higher degree of risk due to illiquidity. Most securities that are acquired in a private placement will be restricted securities and must be held for an extended amount of time and therefore cannot be sold easily. The range of risks are dependent on the nature of the partnership and are disclosed in the offering documents Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither BWL nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither BWL nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. 12  C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Neither BWL nor its representatives have any material relationships to this advisory business that would present a possible conflict of interest.. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections BWL may direct clients to third-party money manager. Clients will pay BWL its standard fee in addition to the standard fee for the advisers to which it directs those clients. The fees will not exceed any limit imposed by any regulatory agency. BWL will always act in the best interests of the client, including when determining which third-party investment adviser to recommend to clients. BWL will ensure that all recommended advisers are exempt, licensed or notice filed in the states in which BWL is recommending them to clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics BWL has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. BWL's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests BWL does not recommend that clients buy or sell any security in which a related person to BWL or BWL has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of BWL may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of BWL to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to 13  clients. Such transactions may create a conflict of interest. BWL will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of BWL may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of BWL to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, BWL will never engage in trading that operates to the client’s disadvantage if representatives of BWL buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on BWL’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and BWL may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in BWL's research efforts. BWL will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. BWL will require clients to use Charles Schwab & Co., Inc. 1. Research and Other Soft-Dollar Benefits Although BWL has no formal soft-dollar arrangement with the custodian, BWL has access to research, products, or other services from its broker/dealer in connection with client securities transactions (“soft dollar benefits”) consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended, and may consider these benefits in recommending brokers. There can be no assurance that any particular client will benefit from any particular soft dollar research or other benefits. BWL benefits by not having to produce or pay for the research, products or services, and BWL will have an incentive to recommend a broker dealer based on receiving research or services. Clients should be aware that BWL’s 14  acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals BWL receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use BWL will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. B. Aggregating (Block) Trading for Multiple Client Accounts If BWL buys or sells the same securities on behalf of more than one client, then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, BWL would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. BWL would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for BWL's advisory services provided on an ongoing basis are reviewed at least annually by Adam Hull, Chief Compliance Officer, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at BWL are assigned to this reviewer. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). 15  C. Content and Frequency of Regular Reports Provided to Clients Each client of BWL's advisory services provided on an ongoing basis will receive a monthly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) BWL does not receive any economic benefit, directly or indirectly from any third party for advice rendered to BWL's clients. With respect to Schwab, BWL receives access to Schwab’s institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For BWL client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to BWL other products and services that benefit BWL but may not benefit its clients’ accounts. These benefits may include national, regional or BWL specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of BWL by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist BWL in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of BWL’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of BWL’s accounts. Schwab Advisor Services also makes available to BWL other services intended to help BWL manage and 16  further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to BWL by independent third parties. Schwab Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to BWL. BWL is independently owned and operated and not affiliated with Schwab. B. Compensation to Non – Advisory Personnel for Client Referrals BWL does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, BWL will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Custody is also disclosed in Form ADV because BWL has authority to transfer money from client account(s), which constitutes a standing letter of authorization (SLOA). Accordingly, BWL will follow the safeguards specified by the SEC rather than undergo an annual audit. Item 16: Investment Discretion BWL provides discretionary and non-discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, BWL generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Clients may, but typically do not, impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. 17  Item 17: Voting Client Securities (Proxy Voting) BWL will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet BWL neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither BWL nor its management has any financial condition that is likely to reasonably impair BWL’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years BWL has not been the subject of a bankruptcy petition in the last ten years. 18